POSTERNAK, BLANKSTEIN & LUND, L.L.P.
ATTORNEYS AT LAW
---------------------
100 CHARLES RIVER PLAZA
BOSTON, MASSACHUSETTS 02114-2723
TEL 617-973-6100
FAX 617-367-2315
E-MAIL pbl@pbl.com
January 15, 1998
Holmes Products Corp.
233 Fortune Boulevard
Milford, Massachusetts 01757
Re: Registration Statement on Form S-4
Gentlemen:
This opinion is rendered to you in connection with the preparation of
the registration statement (the "Registration Statement") on Form S-4 under the
Securities Act of 1933, as amended (the "Act"), with respect to the offering by
Holmes Products Corp., a Massachusetts corporation (the "Company"), of up to
$105,000,000 aggregate principal amount of 9-7/8% Senior Subordinated Notes due
2007, Series B (the "Notes") and the related guarantees of the Notes (the
"Guarantees") by certain subsidiaries of the Company (the "Subsidiary
Guarantors"). The Notes and the Guarantees will be issued under an indenture
(the "Indenture") entered into among the Company, the Subsidiary Guarantors and
State Street Bank and Trust Company, as Trustee, in exchange for the Company's
9-7/8% Senior Subordinated Notes due 2007 pursuant to the exchange offer
described in the Registration Statement (the "Exchange Offer").
We have acted as counsel to the Company and the Subsidiary Guarantors
in connection with the preparation of the Registration Statement and the
proposed issuance and sale of the Notes. For purposes of this opinion we have
reviewed the Company's Articles of Organization and By-laws and the Articles of
Organization and By-laws of each of the Subsidiary Guarantors, in each case as
amended to date. We have also examined such records of corporate proceedings of
the Company and the Subsidiary Guarantors and such other documents as we have
deemed necessary to enable us to render this opinion.
In rendering this opinion, we have assumed that (i) the Board of
Directors of each of the Subsidiary Guarantors has determined that the
Guarantees are necessary or convenient to the conduct, promotion or attainment
of the business of the Subsidiary Guarantors, and (ii) at the time the
Subsidiary Guarantors incur the Guarantees; none of the Subsidiary Guarantors
(i) will be insolvent or rendered insolvent by reason of such incurrence, (ii)
will be engaged in a business or transaction for which the assets remaining with
any such Subsidiary Guarantor constitute unreasonably small capital or (iii)
intends to incur, or believes that it will incur, debts beyond its ability to
pay such debts as they mature; and each of the Subsidiary Guarantors will
receive reasonably equivalent value or fair consideration.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America and the Commonwealth of
Massachusetts.
Based upon and subject to the foregoing, and having regard for such
legal considerations as we have deemed relevant, it is our opinion that the
Notes and the Guarantees have been duly authorized for issuance by all necessary
corporate action on the part of the Company and the Subsidiary Guarantors and,
upon execution and authentication of the Notes as provided in the Indenture and
issuance of the Notes in accordance with the terms of the Exchange Offer
(subject to the effectiveness of the Registration Statement), the Notes will be
the legal, valid and binding obligations of the Company and the Guarantees will
be the legal, valid and binding obligations of the Subsidiary Guarantors, in
each case entitled to the benefits of the Indenture, except that (i) enforcement
of the rights and remedies created thereby may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance or similar laws affecting
creditors' rights generally and by equitable principles which may limit the
right to obtain the remedy of specific performance or other injunctive relief
and (ii) we express no opinion as to the legality, validity or binding nature of
any choice of law provision.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus contained in the Registration Statement.
Very truly yours,
POSTERNAK, BLANKSTEIN & LUND, L.L.P.
By: /s/ Donald H. Siegel
--------------------------------
A partner thereof