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EXHIBIT 5.1
[Skadden, Arps, Slate, Meagher & Flom LLP Letterhead]
November 6, 2003
Rayovac Corporation
601 Rayovac Drive
Madison, Wisconsin 53711
Re: Rayovac Corporation
Registration Statement on Form S-4
Ladies and Gentlemen:
We are acting as special counsel to Rayovac Corporation, a Wisconsin
corporation (the "Company"), in connection with the public offering of
$350,000,000 aggregate principal amount of the Company's 8 1/2% Senior
Subordinated Notes Due 2013 (the "Exchange Notes") and related guarantees by the
Subsidiary Guarantors (as defined below) (the "Subsidiary Guarantees"). The
Exchange Notes are to be issued pursuant to an exchange offer (the "Exchange
Offer") in exchange for a like principal amount of the Company's issued and
outstanding 8 1/2% Senior Subordinated Notes Due 2013, together with guarantees
thereof by the Subsidiary Guarantors (the "Original Notes") under the Indenture,
dated as of September 30, 2003 (the "Indenture"), among the Company, U.S. Bank
National Association, as trustee (the "Trustee"), and the Subsidiary Guarantors,
as contemplated by the Registration Rights Agreement, dated as of September 30,
2003 (the "Registration Rights Agreement"), by and among the Company, the
Subsidiary Guarantors, Banc of America Securities LLC, Citigroup Global Markets
Inc. and ABN AMRO Incorporated.
ROV Holding, Inc., a Delaware corporation, Remington Products Company,
L.L.C., a Delaware limited liability company, and Rovcal, Inc., a California
corporation, each of which is a wholly owned subsidiary of the Company, are
collectively referred to herein as the "Subsidiary Guarantors."
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
"Act").
In connection with this opinion, we have examined and relied upon originals
or copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-4
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to be filed with the Securities and Exchange Commission (the "Commission") on
the date hereof under the Act (the "Registration Statement"); (ii) an executed
copy of the Registration Rights Agreement; (iii) an executed copy of the
Indenture; (iv) the Form T-1 of the Trustee to be filed as an exhibit to the
Registration Statement; (v) the Certificate of Incorporation, Certificate of
Formation or Articles of Incorporation, as the case may be, of each Subsidiary
Guarantor, certified as in effect on the date hereof; (vi) the By-Laws or
Limited Liability Company Agreement, as the case may be, of each Subsidiary
Guarantor, certified as in effect on the date hereof; (vii) the form of the
Exchange Notes; and (viii) the form of the Subsidiary Guarantees. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and the Subsidiary Guarantors and
such agreements, certificates of public officials, certificates of officers or
other representatives of the Company and the Subsidiary Guarantors and others,
and 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 facsimile, electronic, certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be executed, we
have assumed that all parties thereto (other than the Subsidiary Guarantors),
had or will have the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and the execution and delivery by such
parties of such documents and that such documents constitute valid and binding
obligations of such parties. We have also assumed that the Company is validly
existing in good standing under the laws of its jurisdiction of incorporation
and that the Company and each Subsidiary Guarantor has been duly organized and
has complied with all aspects of applicable laws of all jurisdictions (including
their respective jurisdictions of incorporation) in connection with the
transactions contemplated by the Exchange Offer. 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, the Subsidiary Guarantors, public
officials and others.
Our opinions set forth herein are limited to the Delaware General
Corporation Law, the Delaware Limited Liability Company Act, the California
General Corporation Law and the laws of the State of New York that, in our
experience, are normally applicable to transactions of the type contemplated by
the Exchange Offer and, to the extent that judicial or regulatory orders or
decrees or consents, approvals, licenses, authorizations, validations, filings,
recordings or registrations with governmental authorities are relevant, to those
required under such laws (all of the foregoing being referred to as "Opined on
Law"). We do not express any opinion with respect to the laws of any
jurisdiction other than the Opined on Law or as to the effect of any such
non-opined on law on the opinions herein stated.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the Exchange Notes and the Subsidiary Guarantees (in the forms
examined by us) have been duly executed and authenticated in accordance with the
terms of the Indenture and have been delivered upon consummation of
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the Exchange Offer against receipt of the Original Notes and related guarantees
surrendered in exchange therefor in accordance with the terms of the Exchange
Offer, (a) the Exchange Notes will constitute valid and binding obligations of
the Company, enforceable against the Company, in accordance with their terms and
(b) each Subsidiary Guarantee will constitute a valid and binding obligation of
the Subsidiary Guarantor that is a party thereto, enforceable against such
Subsidiary Guarantor in accordance with its terms, except, in each case, to the
extent that enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to creditors' rights generally and (ii) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity).
In rendering the opinions set forth above, we have assumed that the
execution and delivery by the Company of the Indenture and the Exchange Notes
and the performance by the Company of its obligations thereunder and the
execution and delivery by each of the Subsidiary Guarantors of their respective
Subsidiary Guarantees and the performance by each Subsidiary Guarantor of its
obligations thereunder and under the Indenture do not and will not violate,
conflict with or constitute a default under any agreement or instrument to which
the Company, the Subsidiary Guarantors or any of their properties are subject,
except for those agreements and instruments which have been identified to us by
the Company as being material to it and which are listed under Item 21(a) in
Part II of the Registration Statement or listed as exhibits to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30, 2002.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm 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 Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP