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Exhibit 5.1
[KIRLAND & ELLIS LLP LETTERHEAD]
January 6, 2004
Norcross Safety Products L.L.C.
Norcross Capital Corp.
and the Guarantors set forth below
2211 York Road
Suite 215
Oak Brook, Illinois 60523
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal
counsel to Norcross Safety Products L.L.C., a Delaware limited liability
company (the "COMPANY"), Norcross Capital Corp., a Delaware corporation
("NORCROSS CAPITAL" and together with the Company, the "ISSUERS"), and each
of the subsidiaries of the Company listed on Exhibit A attached hereto (the
"GUARANTORS" and together with the Issuers, the "REGISTRANTS") in connection
with the proposed registration by the Issuers of $152,500,000 in aggregate
principal amount of the Issuers' 9 7/8% Senior Subordinated Notes due 2011,
Series B (the "EXCHANGE NOTES") pursuant to a Registration Statement on Form
S-4 filed with the Securities and Exchange Commission (the "COMMISSION") on
November 14, 2003, (SEC File No. 333-10531) under the Securities Act of 1933,
as amended (the "ACT") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "REGISTRATION STATEMENT").
The Exchange Notes are to be issued pursuant to an indenture (as amended and
supplemented from time to time, the "INDENTURE"), dated as of August 13,
2003, between the Issuers, the Guarantors and Wilmington Trust Company, as
trustee. The Exchange Notes are to be issued in exchange for and in
replacement of the Issuers' 9 7/8% Senior Subordinated Notes due 2011 (the
"OLD NOTES"), of which $152,500,000 in aggregate principal amount are
outstanding.
In connection with issuing this opinion letter, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we have deemed
necessary for the purposes of this opinion, including (i) resolutions of the
Registrants with respect to the issuance of the Exchange Notes and the
Guarantees, (ii) the Indenture, (iii) the Registration Statement, and (iv) the
Registration Rights Agreement, dated as of August 13, 2003, by and among the
Registrants, CIBC World Markets Corp., Lehman Brothers Inc., and Fleet
Securities, Inc., relating to the Old Notes.
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January 6, 2004
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For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, 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.
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 Registrants and
others.
Our opinion expressed below is subject to the qualifications that we
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); (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies; and (iv) any laws except the laws of the State of New York,
the Constitution of the State of Delaware, the General Corporation Law of the
State of Delaware and the Delaware case law decided thereunder, and the federal
law of the United States.
Based upon and subject to the assumptions, qualifications and
limitations set forth herein, we are of the opinion that when (i) the
Registration Statement becomes effective, (ii) the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended, and (iii) the
Exchange Notes have been duly executed and authenticated in accordance with the
provisions of the Indenture and duly delivered to the holders thereof in
exchange for the Old Notes, the Exchange Notes will be binding obligations of
the Issuers and the Guarantees will be binding obligations of the Guarantors.
We hereby consent to the filing of this opinion with the commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters." 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 specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of New York or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise. We
will, however, provide a new opinion in the event that a material amount of time
passes
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January 6, 2004
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between the date of this opinion and the date upon which the Registration
Statement becomes effective.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ Kirkland & Ellis LLP
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January 6, 2004
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EXHIBIT A
Morning Pride Manufacturing L.L.C., a Delaware limited liability company
North Safety Products, Inc., a Delaware corporation
North Safety Mexico Holdings LLC, a Delaware limited liability company