[DeWitt Ross & Stevens s.c. Letterhead]
Capitol Square Office West Office
Two East Mifflin Street Firstar Financial Centre
Suite 600 8000 Excelsior Drive, Suite 401
Madison, WI 53703-2865 Madison, WI 53717-1914
Fax: 608-252-9243 Fax: 608-831-2106
Tel: 608-255-8891 Tel: 608-831-2100
Please respond to: Capital Square Office
October 31, 1997
Rayovac Corporation
601 Rayovac Drive
Madison, WI 53711-2497
RE: Rayovac Corporation -- Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as special counsel to Rayovac Corporation (the "Company") in
connection with (i) the public offering by the Company of up to 6,700,000 shares
(the "Firm Shares") and up to 1,005,000 shares which are being sold subject to
over-allotment options granted by the Over-Allotment Selling Shareholders (as
that term is defined in the Registration Statement referenced below) to the
Underwriters (as defined below), of the Company's Common Stock, par value $.01
per share (the "Common Stock"), the Firm Shares, together with the shares
subject to such over-allotment options being referred to as the "Shares;" and
(ii) the concurrent direct offering of up to 270,000 shares of Common Stock (the
"Direct Shares") to employee participants in its Profit Sharing and Savings
Plan, as described in the Registration Statement (as defined below).
The Company and the Over-Allotment Selling Shareholders are offering the
Shares for sale in concurrent offerings in the United States and Canada (the
"U.S. Offering") through an underwriting syndicate (the "U.S. Underwriters")
represented by Merrill Lynch & Co.; Bear, Stearns & Co. Inc.; Donaldson,
Lufkin & Jenrette Securities Corporation and Smith Barney Inc. pursuant to the
U.S. Purchase Agreement (the "U.S. Purchase Agreement"), and outside the United
States and Canada (the "International Offering," and together with the U.S.
Offering, the "Offerings") through an underwriting syndicate (the "International
Managers," and together with the U.S. Underwriters, the "Underwriters")
represented by Merrill Lynch International; Bear, Stearns International Limited;
Donaldson, Lufkin & Jenrette Securities Corporation and Smith Barney Inc.
pursuant to the International Purchase Agreement (the "International Purchase
Agreement," and together with the U.S. Purchase Agreement, the "Purchase
Agreements").
[DeWitt Ross & Stevens s.c. Letterhead]
Rayovac Corporation
October 31, 1997
Page 2
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").
In connection with this opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of (i) the Registration Statement
on Form S-1 (File No. 333-35181) as filed with the Securities and Exchange
Commission (the "Commission") on September 8, 1997 under the Securities Act, and
Amendment No. 1 thereto, filed with the Commission on October 31, 1997 (which
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"); (ii) a specimen certificate representing the Common
Stock; (iii) the Amended and Restated Articles of Incorporation and the Amended
and Restated By-Laws of the Company, to be effective prior to the offering of
the Shares, filed as exhibits to the Registration Statement; (iv) the Purchase
Agreements in the form as of the date hereof; and (v) certain resolutions of
the Board of Directors of the Company relating to the issuance and sale of the
Shares, the Direct Shares and related matters. We have also examined such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such copies. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
We are admitted to the practice of law in the State of Wisconsin, and the
opinion expressed herein is limited to the federal laws of the United States of
America and the laws of the State of Wisconsin.
Based upon and subject to the foregoing, we are of the opinion that the Shares
and the Direct Shares have been duly authorized for issuance and sale and that,
[DeWitt Ross & Stevens s.c. Letterhead]
Rayovac Corporation
October 31, 1997
Page 3
when the Shares are issued and sold by the Company in accordance with the
Purchase Agreements and the Direct Shares are issued and sold in accordance with
the procedures set forth in the Registration Statement, the Shares and the
Direct Shares will be validly issued, fully paid and nonassessable, except to
the extent that such Shares and Direct Shares are assessable as provided in
Section 180.0622 of the Wisconsin Business Corporation Law.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to our name under the
caption "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are included in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
This opinion is furnished by us, as special counsel to the Company, in
connection with the filing of the Registration Statement and, except as
provided in the immediately preceding paragraph, is not to be used, circulated,
quoted or otherwise referred to for any other purpose or relied upon by any
other person without our prior express written permission.
Sincerely,
/s/ DeWitt Ross & Stevens s.c.