EXHIBIT 5.1
[COORS' LETTERHEAD]
August 5, 2002
Re: Exchange Offer for $850,000,000 6 3/8% Senior Notes due 2012
for $850,000,000 6 3/8% Series B Senior Notes due 2012
Dear Ladies and Gentlemen:
I am issuing this opinion letter in my capacity as Assistant
General Counsel for Coors Brewing Company, a Colorado corporation (the
"Issuer"), Adolph Coors Company, a Colorado corporation (the "Parent") and the
each of the Subsidiary Guarantors named in the Registration Statement on Form
S-4 filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (such Subsidiary Guarantors, together
with the Issuer and Parent, the "Registrants") in connection with the proposed
offer (the "Exchange Offer") to exchange an aggregate principle amount of up to
$850,000,000 6 3/8% Senior Notes (the "Old Notes") for $850,000,000 6 3/8%
Series B Senior Notes due 2012 (the "Exchange Notes"), pursuant to the
Registration Statement. Such Registration Statement, as amended or supplemented,
is hereinafter referred to as the "Registration Statement." The Exchange Notes
are to be issued pursuant to the Indenture, dated as of May 7, 2002 by and among
the Registrants and Deutsche Bank Trust Company Americas, as trustee, as
supplemented by the supplemental indenture No. 1, dated as of May 7, 2002
(collectively, the "Indenture"), in exchange for and in replacement of the
Company's outstanding Old Notes, of which $850,000,000 in aggregate principal
amount is outstanding. Capitalized terms used herein and not otherwise defined
herein have the respective meanings ascribed to those terms in the Registration
Statement.
In that connection, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments as have deemed necessary for the
purposes of this opinion, including (i) the corporate and organizational
documents of each of the Registrants, (ii) minutes and records of the corporate
proceedings of each of the Registrants with respect to the issuance of the
Exchange Notes and the Exchange Guarantees, (iii) the Registration Statement and
exhibits thereto and (iv) the Registration Rights Agreement, dated as of May 7,
2002, among the J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated,
Deutsche Bank Securities, Inc., Banc One Capital Markets, Inc. and Wachovia
Securities.
For purposes of this opinion, I have assumed that each
document I have reviewed for purposes of this letter is accurate and complete,
each such document that is an original is authentic, each such document that is
a copy conforms to an authentic original, and all signatures on each such
document are genuine; that every agreement I have examined for purposes of this
letter constitutes a valid and binding obligation of each party to that document
and that each such party has satisfied all legal requirements that are
applicable to such party to the extent necessary to entitle such party to
enforce such agreement. I have also assumed the genuineness of the signatures of
persons signing all documents in connection with which this opinion is rendered
other than the Registrants, the authority of such persons signing on behalf of
the parties thereto other than the Registrants, and the due authorization,
execution and delivery of all documents by the parties thereto other than the
Registrants.
Subject to the assumptions, qualifications, exclusions and
limitations and the further limitations which are identified in this letter, I
advise you, and with respect to each legal issue addressed in this letter, it is
my opinion, that:
(i) Each Registrant is in good standing under the laws of the
State of Colorado.
(ii) The sale and issuance of the Exchange Notes has been validly
authorized by the Issuer.
(iii) The sale and issuance of each of the Exchange Guarantees has
been validly authorized by the Parent or the relevant
Subsidiary Guarantor, as applicable.
(iv) When the Exchange Notes and Exchange Guarantees are issued
pursuant to the Exchange Offer, the Exchange Notes and
Exchange Guarantees will constitute valid and binding
obligations of the Registrants that have issued them and the
Indenture will be enforceable in accordance with its terms.
**********
My opinions expressed above are subject to the qualifications
that I express no opinion as to the applicability of, compliance with, or effect
of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer,
fraudulent conveyance, moratorium or other similar law affecting the enforcement
of creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) any laws except the laws of the State of Colorado. For purposes of such
opinion in paragraph (iv) I have assumed that New York law is identical to
Colorado law in all relevant respects.
I do not find it necessary for the purposes of this opinion,
and accordingly I do not purport to cover herein, the application of the
securities or "Blue Sky" laws of the various states to the issuance of the
Exchange Notes or the Exchange Guarantees.
I hereby consent to the filing of this opinion in Exhibit 5.1
to the Registration Statement. In giving this consent, I do not thereby admit
that I am in the category of persons whose consent is required under Section 7
of the Securities Act of the rules and regulations of the Commission.
This opinion is limited to the specific issues addressed
herein, and no opinion may be inferred or implied beyond that expressly stated
herein. This letter speaks as of the time of its delivery on the date it bears.
I assume no obligation to revise or supplement this opinion should the present
laws of the State of Colorado be changed by legislative action, judicial
decision or otherwise. Furthermore, I do not assume any obligation to provide
you with any subsequent opinion or advice by reason of any fact about which I
did not have knowledge at that time, by reason of any change subsequent to that
time in any law other governmental requirement or interpretation thereof covered
by any of my opinions or advice, or for any other reason.
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This opinion is furnished to you in connection with the filing
of the Registration Statement, and is not to be used, circulated, copied, quoted
or otherwise relied upon for any other purposes.
Yours very truly,
/s/ ANNITA M. MENOGAN
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