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Exhibit 5.3
[REINHART BOERNER VAN DEUREN S.C. LETTERHEAD]
May 14, 2003
United Industries Corporation
and each of the Guarantors
of the Series D Notes identified below
2150 Schuetz Drive
St. Louis, Missouri 63146
Re: Registration Statement on Form S-4, Registration No. 333-104911
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Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special Wisconsin
legal counsel to WPC Brands, Inc., a Wisconsin corporation, (the "Guarantor"),
in connection with the Guarantor's proposed guarantee (the "Guarantee"), along
with the other guarantors under the Indenture (as defined below), of
$235,000,000 in aggregate principal amount of 9 7/8% Series D Senior
Subordinated Notes due 2009 (the "Series D Notes"). The Series D notes are to be
issued by United Industries Corporation, a Delaware corporation (the "Issuer"),
pursuant to a Registration Statement on Form S-4 (Registration No. 333-104911),
originally filed with the Securities and Exchange Commission (the "Commission")
on May 1, 2003, under the Securities Act of 1933, as amended (the "Act"). Such
Registration Statement, as supplemented or amended, is hereinafter referred to
as the "Registration Statement." The Series D Notes and the Guarantee are to be
issued pursuant to the Indenture (as supplemented, the "Indenture"), dated as of
March 27, 2003, among the Issuer, the Guarantor, U.S. Bank National Association
and others.
In arriving at the opinions expressed herein, among other things, we
have examined originals or copies, certified or otherwise identified to our
satisfaction, of all such records of the Guarantor, certificates of officers of
the Guarantor, certificates of public officials and other documents which we
have deemed necessary as a basis for the opinions hereinafter expressed,
including without limitation, a Certificate of vice presidents of the Guarantor
as to certain factual matters as to which we rely in giving our opinion.
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United Industries Corporation
and each of the Guarantors
of the Series D Notes identified below
May 14, 2003
Page 2
In rendering this opinion we have, with your permission, assumed,
without investigation, verification or inquiry that:
(a) There are no judgments, decrees or orders that impair or limit the
ability of Guarantor to enter into, execute and deliver, and perform, observe
and be bound by the Indenture or the Guarantee or the transactions contemplated
therein; all material terms and conditions of the relevant transactions
applicable to are correctly and completely reflected in the Indenture, the
Guarantee and the Registration Statement;
(b) All information required to be disclosed in connection with any
consent or approval by Guarantor's Board of Directors (or any committee thereof)
and all other information required to be disclosed in connection with any issue
relevant to our opinions has in fact been fully and fairly disclosed to all
persons to whom it is required to be disclosed; and
(c) The Guarantor is not a railroad, public utility, or a transmitting
utility; is not a corporation or cooperative formed to furnish water, heat,
power, telegraph or telecommunications services or signals by electricity; is
not engaged in the business of transporting or transmitting gas, gasoline, oils,
motor fuels or other fuels by means of pipelines; and is not engaged in
generating and furnishing gas for lighting or fuel or both, supplying water for
domestic or public use or for power or manufacturing purposes, or generating,
transforming, transmitting or furnishing electric current for light, heat or
power, or generating and furnishing steam or supplying hot water for heat, power
or manufacturing purposes.
Based upon the foregoing, but subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that:
1. The Guarantor is a corporation validly existing under the
laws of the State of Wisconsin and, based solely on a certificate from the
Department of Financial Institutions for the State of Wisconsin, has filed with
that department all annual reports required to be filed by Section 180.1622 of
the Wisconsin Business Corporation Law (the "WBCL"), and has not filed articles
of dissolution under Section 180.1403 of the WBCL.
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United Industries Corporation
and each of the Guarantors
of the Series D Notes identified below
May 14, 2003
Page 3
2. The Guarantor has the requisite corporate power and
authority to execute and deliver the Indenture and the Guarantee and to perform
its obligations thereunder.
3. The execution and delivery of the Indenture and the
Guarantee by the Guarantor, and the performance of its obligations thereunder,
have been duly authorized by all necessary corporate action, and none of them
conflicts with Guarantor's articles of incorporation, or bylaws or any provision
of the laws of the State of Wisconsin applicable to Guarantor or require the
consent of any Wisconsin governmental or regulatory authority or agency.
The foregoing opinions are subject to the following additional
assumptions and qualifications:
A. Other than the certificates identified in our opinions regarding the
corporate status of the Guarantor, we have not examined the records of any party
or any court or any public, quasi-public, private or other office in any
jurisdiction, or the files of our firm, and our opinions are subject to matters
that an examination of such records would reveal.
B. Furthermore, our opinions expressed in paragraph 3 do not cover or
otherwise address any law or legal issue which is identified in the attached
SCHEDULE A.
The opinions expressed herein are limited to the laws of the State of
Wisconsin in effect on the date hereof as they presently apply and we express no
opinion herein as to the laws of any other jurisdiction. In this regard, we note
as stated above that the Indenture and the Guarantee contain provisions to the
effect that the laws of jurisdictions other than Wisconsin are intended to be
governing. For the purposes of our opinions herein, except as otherwise
specifically provided herein, we have assumed, without any independent
investigation, that the laws of all jurisdictions that may govern the Indenture
and the Guarantee are identical in all relevant respects to the laws of the
State of Wisconsin. These opinions are given as of the date hereof, they are
intended to apply only to those facts and circumstances that exist as of the
date hereof, and we assume no obligation or responsibility to update or
supplement these opinions to reflect any facts or circumstances that may
hereafter come to our attention or any changes in laws that may
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United Industries Corporation
and each of the Guarantors
of the Series D Notes identified below
May 14, 2003
Page 4
hereafter occur, or to inform the addressee(s) of any change in circumstances
occurring after the date hereof that would alter the opinions rendered herein.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.3 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
This opinion is limited to the matters set forth herein, and no opinion
may be inferred or implied beyond the matters expressly contained herein. Except
as expressly set forth herein, this opinion is being provided solely in
connection with the filing of the Registration Statement, and is being rendered
solely for the benefit of the addressees hereof, except that Kirkland & Ellis
may rely upon this opinion to the same extent as if it were an addressee hereof.
This opinion may not be used or relied upon for any other purpose, relied upon
by any other party, or filed with or disclosed to any governmental authority,
except as specifically consented to above. We assume no obligation to revise or
supplement this opinion should the present laws of the State of Wisconsin be
changed by legislative action, judicial decision or otherwise.
Very truly yours,
REINHART BOERNER VAN DEUREN s.c.
BY /s/ Thomas A. Myers
Thomas A. Myers
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SCHEDULE A
EXCLUDED LAW AND LEGAL ISSUES
In addition to the limitations and exclusions otherwise set forth in our
Opinion, none of the opinions or advice set forth in our Opinion covers or
otherwise addresses any of the following laws, regulations or other governmental
requirements or legal issues:
1. The securities laws and regulations of the State of Wisconsin,
and laws and regulations relating to commodity (and other) futures and
indices and other similar instruments;
2. Any pension and employee benefit laws and regulations;
3. Compliance with fiduciary duty requirements;
4. The statutes and ordinances, the administrative decisions and the
rules and regulations of counties, towns, municipalities and special
political subdivisions (whether created or enabled through legislative action
at the Federal, state or regional level (e.g. airport authorities)) and
judicial decisions to the extent that they deal with any of the foregoing
5. We do not express any opinion as to liens which may be imposed
upon the property or assets of the Guarantor under the terms of any
agreement, instrument or document to which Guarantor may be a party.
We have not undertaken any research for purposes of determining whether
Guarantor or any of the transactions contemplated in the Registration Statement
are subject to any law or other governmental requirement other than to those
laws and requirements which in our experience would generally be recognized as
applicable.