April 10, 1997
Syratech Corporation
Syratech Holding Corporation
Wallace International Silversmiths, Inc.
Wallace International DE P.R., Inc.
International Silver Company
International Silver DE P.R., Inc.
PMW Silver DE P.R., Inc.
Towle Manufacturing Company
Rosemar Silver Company, Inc.
Towle Holloware, Inc.
Farberware Inc.
Silvestri, Inc.
Silvestri, Inc. of South Carolina
Rauch Industries, Inc.
Rochard, Inc.
Holiday Products, Inc.
Northstar Sales Corporation
Leonard Florence Associates, Inc.
CHI International, Inc.
Syratech Security Corporation
Syratech West Coast Warehouse Corp.
175 Amlegion Revere Realty Trust
Syratech Silver Sales Corp.
Registration Statement on Form S-3
(Registration No. 333-18133)
--------------------------
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-3 (including
all amendments and supplements thereto, the "Registration Statement") filed by
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Syratech Corporation, a Delaware corporation (the "Company") and several
guarantors (the "Guarantors"), with the Securities and Exchange Commission (the
"SEC") on December 18, 1996, as amended by Amendment No. 1 to the Registration
Statement filed with the SEC on March 18, 1997 and Amendment No. 2 to the
Registration Statement filed with the SEC on April 10, 1997, pursuant to the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, we have been requested to render our opinion as to the
legality of the securities being registered thereunder. The Registration
Statement relates to the registration under the Act of the Company's Senior
Notes due 2007 (the "Notes") and the Subsidiary Guarantees of the Notes (the
"Guarantees"). Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings ascribed thereto in the Registration
Statement.
In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following
documents:
1. The Registration Statement;
2. The proposed form of the Underwriting Agreement included as
Exhibit 1.1 to the Registration Statement (the "Underwriting
Agreement");
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3. The proposed form of the Indenture included as Exhibit 4.1 to the
Registration Statement pursuant to which the Notes are to be issued
(the "Indenture");
4. The proposed form of Note included as Exhibit A to the Indenture;
and
5. The proposed form of Subsidiary Guarantee included as Exhibit B to
the Indenture.
In addition, we have examined: (i) such corporate records of the
Company and the Guarantors incorporated in the States of Delaware and New York
(the "Delaware and New York Guarantors") as we have considered appropriate,
including copies of their certificates of incorporation or articles of
incorporation, as amended, and by-laws, as amended, as in effect on the date
hereof, and certified copies of resolutions of the boards of directors of the
Company and the Delaware and New York Guarantors; and (ii) such other
certificates, agreements and documents as we deemed relevant and necessary as a
basis for the opinions hereinafter expressed.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the
enforceability of the Underwriting Agreement and the Indenture against each
party thereto other than the Company and the Guarantors, the legal capacity of
all individuals who have executed any of the documents, the authenticity of all
documents submitted to us as
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originals, the conformity to the original documents of all documents submitted
to us as certified, photostatic, reproduced or conformed copies of valid
existing agreements or other documents and the authenticity of all such latter
documents. We have also assumed that the Underwriting Agreement, the Indenture,
the Notes and the Guarantees to be executed and delivered by the Company and
the Guarantors will be in the respective forms filed as Exhibits to the
Registration Statement.
In expressing the opinions set forth herein, we have relied upon the
factual matters contained in the representations and warranties of the Company
and the Guarantors made in the documents; and we have consulted with, and relied
solely upon the advice of, counsel in the states of Arkansas, South Carolina,
North Carolina, Massachusetts, Maryland, California and Georgia to the effect
that (i) the Indenture has been duly authorized by the Guarantors thereto other
than the Delaware and New York Guarantors, (ii) the Guarantees have been duly
authorized by the Guarantors other than the Delaware and New York Guarantors in
accordance with the terms of the Indenture and (iii) the execution and delivery
by the Guarantors other than the Delaware and New York Guarantors of the
Indenture and the Guarantees, and the performance by such Guarantors of their
obligations under the Indenture and the Guarantees, will not conflict with or
violate their articles of incorporation, by-laws or the laws of their respective
states of incorporation.
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Based upon the foregoing, and subject to the assumptions, exceptions
and qualifications set forth herein, we are of the opinion that:
(i) The Notes, when duly executed, issued and delivered by the
Company and paid for as contemplated in the Registration Statement, the
Underwriting Agreement and the Indenture, and authenticated by the Trustee under
the Indenture, will be legal, valid and binding obligations of the Company
enforceable against the Company in accordance with their terms.
(ii) Assuming that due authentication and delivery of the
Notes pursuant, to the Indenture, the Guarantees, when duly executed, issued and
delivered by the Guarantors, will be legal, valid and binding obligations of the
Guarantors enforceable against the Guarantors in accordance with their terms.
The foregoing opinion is subject to the qualification that (i) the
enforceability of the Notes and the Guarantees may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally; and (ii) rights of
acceleration and the availability of equitable remedies may be limited by
equitable principles of general applicability (regardless of whether such
enforceability is considered in a proceeding at law or in equity).
Our opinions expressed above are limited to the laws of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
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laws of the United States. Please be advised that no member of this firm is
admitted to practice in the State of Delaware. Our opinions are rendered only
with respect to the laws, and the rules, regulations and orders thereunder,
which are currently in effect.
We hereby consent to the use of our name in the Registration Statement
and in the prospectus therein as the same appears in the caption "Legal Matters"
and to the use of this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required by the Act or by the rules and regulations
promulgated thereunder.
Very truly yours,
PAUL, WEISS, RIFKIND, WHARTON & GARRISON