BINGHAM DANA LLP
150 Federal Street
Boston, MA 02110
February 11, 1998
Community Distributors, Inc.
CDI Group, Inc.
251 Industrial Parkway
Branchburg Township
Somerville, NJ 08876
Re: Community Distributors, Inc. - Registration of
$80,000,000 Aggregate Principal Amount of
10-1/4% Senior Notes Due
2004, Series B on Form S-4
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Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to a Registration Statement on Form S-4 under the Securities Act of 1933, as
amended (the "Act"), filed with the Securities and Exchange Commission on
November 28, 1997 (as amended by Amendment No. 1 thereto filed on January 16,
1998, the "Registration Statement"), of $80,000,000 aggregate principal amount
of 10-1/4% Senior Notes due 2004, Series B (the "New Notes") of Community
Distributors, Inc. (the "Company"), together with a guarantee thereof (the "New
Guarantee") by CDI Group, Inc. (the "Holding Company").
The New Notes and the New Guarantee will be offered in exchange for the
Company's outstanding 10-1/4% Senior Notes due 2004 (the "Old Notes"), which
have also been guaranteed by the Holding Company, pursuant to the terms of the
exchange offer (the "Exchange Offer") set forth in the form of prospectus
included in the Registration Statement.
We have acted as counsel to the Company and the Holding Company in
connection with the foregoing registration of the New Notes and the New
Guarantee. We have examined and relied upon the originals or copies, certified
or otherwise identified to our satisfaction, of such records, instruments,
certificates, memoranda and other documents as we have deemed necessary or
advisable for purposes of this opinion and have assumed, without independent
inquiry, the accuracy of those documents. In that examination, we have assumed
the genuineness of all signatures, the conformity to the originals of all
documents reviewed by us as copies, the authenticity and
Community Distributors, Inc.
CDI Group, Inc.
February 11, 1998
Page 2
completeness of all original documents reviewed by us in original or copy form
and the legal competence of each individual executing such documents.
The opinion set forth below relating to the binding effect of the New
Notes and the New Guarantee is subject to the following general qualifications:
(i) we assume that the Indenture (as defined in the Registration
Statement) is the binding obligation of the other parties
thereto;
(ii) the enforceability of any obligation of the Company or the
Holding Company may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, marshalling
or other laws and rules of law affecting the enforcement
generally of creditors' rights and remedies (including such as
may deny giving effect to waivers of debtors' or guarantors'
rights);
(iii) no opinion is given herein as to the enforceability of any
particular provision of the New Notes, the New Guarantee or
the Indenture relating to remedies after default or as to the
availability of any specific or equitable relief of any kind;
and
(iv) the enforcement of any rights may in all cases be subject to
an implied duty of good faith and to general principles of
equity (regardless of whether such enforceability is
considered in a proceeding at law or in equity).
This opinion is limited to the laws of The Commonwealth of
Massachusetts as applied by courts located in Massachusetts, the laws of the
State of New York as applied by courts located in New York, and the General
Corporation Law of the State of Delaware as applied by courts located in
Delaware. No opinion is given herein as to the choice of law or internal
substantive rules of law which any tribunal may apply to the transactions
referred to herein. We express no opinion as to, and assume compliance, with any
applicable, federal or state securities law.
We understand that all of the foregoing assumptions and limitations are
acceptable to you.
Based upon the foregoing, we are of the opinion that the New Notes
(together with the New Guarantee), when issued by the Company and the Holding
Company in accordance with the terms of the Indenture against receipt of Old
Notes pursuant to the terms of the Exchange Offer, will have been duly
authorized and validly executed
Community Distributors, Inc.
CDI Group, Inc.
February 11, 1998
Page 3
and delivered by the Company and the Holding Company, as applicable, and will be
binding obligations of the Company and the Holding Company, respectively.
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Registration
Statement under the caption "Legal Matters."
Very truly yours,
/s/ Bingham Dana LLP
BINGHAM DANA LLP