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EXHIBIT 5.2
[Letterhead of Skadden, Arps, Slate, Meagher & Flom (UK) LLP]
Solo Cup Company
1700 Old Deerfield Road
Highland Park, Illinois 60035
24 June, 2004
Dear Sirs,
RE: REGISTRATION STATEMENT ON FORM S-4 OF SOLO CUP COMPANY AND CERTAIN
SUBSIDIARIES OF SOLO CUP COMPANY
1. We are acting as special English legal advisers to Solo Cup Company (the
"COMPANY"), a Delaware Corporation, in connection with the public offering
of $325,000,000 aggregate principal amount of the Company's 8 1/2% Senior
Subordinated Notes due 2014 (the "EXCHANGE NOTES") and related guarantees
by the Note Guarantors (as defined below) (the "GUARANTEES"). The Exchange
Notes and the Guarantees are to be issued pursuant to an exchange offer
(the "EXCHANGE OFFER") in exchange for a like principal amount of the
issued and outstanding 8 1/2% Senior Subordinated Notes due 2014 of the
Company (the "ORIGINAL NOTES"), together with guarantees thereof by the
Note Guarantors, issued under an Indenture dated as of February 27, 2004
(the "INDENTURE") among the Company, the subsidiaries of the Company listed
on the signature pages thereto (the "INITIAL GUARANTORS") and U.S. Bank
National Association, a nationally chartered banking association, as
trustee (the "TRUSTEE"), as amended by the First Supplemental Indenture,
dated June 18, 2004 (the "SUPPLEMENTAL INDENTURE"), among (i) the Company,
(ii) certain entities organized under the laws of the United States
(collectively, the "U.S. GUARANTORS"), (iii) the entities listed on
Schedule 1 hereto (collectively, the "UK GUARANTORS" and, together with the
U.S. Guarantors, the "NOTE GUARANTORS") and (iv) the Trustee, as
contemplated by the Registration Rights Agreement, dated as of February 27,
2004 (the "Registration Rights Agreement"), by and among the Company, the
Initial Guarantors, Banc of America Securities LLC, Citigroup Global
Markets Inc., Harris Nesbitt Corp., ABN AMRO Incorporated, Rabo-Securities
USA, Inc. and Tokyo-Mitsubishi International plc.
2. This opinion is being furnished to you in accordance with the requirements
of Item 60l(b)(5) of Regulation S-K under the U.S. Securities Act of 1933,
as amended (the "SECURITIES ACT").
3. In connection with this opinion, we have examined the documents listed in
Schedule 2 hereto (the "DOCUMENTS") and such other documents as we consider
appropriate for the purpose of this opinion and we have relied upon the
statements as to factual
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matters contained in or made pursuant to each of the above-mentioned
documents. We express no opinion as to any agreement, instrument or other
document other than as and only to the extent specified in this letter.
Other than the matters as to which we express an opinion in paragraph 6(d)
below, we have not investigated whether any parly to any of the Documents
is or will be, by reason of the transactions contemplated by the Documents,
in breach of any of their obligations under any agreement or document.
4. This opinion is limited to English law as currently applied by the English
courts and is given on the basis that it will be governed by and construed
in accordance with English law as at the date of this opinion. Accordingly,
we express no opinion herein with regard to any other system of law. In
particular, we express no opinion on European Union law as it affects any
jurisdiction other than England. To the extent that the laws of any other
jurisdiction may be relevant, we express no opinion as to such laws, we
have made no investigation thereof, and our opinion is subject to the
effect of such laws. It should be understood that we have not been
responsible for investigating or verifying the accuracy of any facts or the
reasonableness of any statement of opinion or intention contained in or
relevant to any document set forth in Schedule 2 to this opinion or any
other agreement or document.
ASSUMPTIONS
5. In considering the Documents and for the purpose of rendering this opinion
we have with your consent and without any further enquiry assumed:
(a) the legal capacity of all natural persons;
(b) the genuineness of all signatures on, and the authenticity and
completeness of, all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as
certified or photostatic or facsimile copies and the authenticity of
the originals of such latter documents;
(c) that, where a document has been examined by us in draft or specimen
form, it will be or has been executed, published or made available (as
the case may be) in the form of that draft or specimen;
(d) that each of the statements contained in the certificate of a Director
of each of the UK Guarantors, dated 24 June 2004 are true and correct
as at the date hereof;
(e) that all consents, approvals, notices, filings, recordations,
publications and registrations which are necessary under any
applicable laws or regulations in order to permit the execution,
delivery or performance of the Document, have been or will be duly
made or obtained within the period permitted by such laws or
regulations;
(f) no fraud, coercion, undue influence or duress exists or was exerted
resulting in the entry into of the Documents, such as to render any or
all of them void or voidable;
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(g) that the directors of each of the UK Guarantors in authorising the
execution of the Documents have exercised their powers in accordance
with their duties under all applicable laws and the memorandum and
articles of association of such UK Guarantor;
(h) that, other than to the extent it is a matter upon which we expressly
opine herein, the representations and warranties given by each party
contained in the Documents are and continue to be true, correct,
accurate and complete;
(i) that the terms of the Documents are observed and performed by the
parties thereto and that all conditions as to the effectiveness of the
Documents and the obligations of the parties to the Documents have
been satisfied or waived in accordance with the terms thereof;
(j) that each of Banc of America Securities LLC, Citigroup Global Markets
Inc., Harris Nesbitt Corp., ABN AMRO Incorporated, Rabo-Securities
USA, Inc. and Tokyo-Mitsubishi International plc and any person to
whom the Original Notes have been sold or transferred has complied
with and will comply with all applicable provisions of the Financial
Services and Markets Act 2000 (the "ACT") (including, without
limitation, Section 19 (the general prohibition) and Section 21
(restrictions on financial promotion)) with respect to anything done
by it in relation to the Original Notes and the Exchange Notes (the
"NOTES"), in, from or otherwise involving the United Kingdom;
(k) that the Notes have not been and will not be offered or sold to
persons (including any of Banc of America Securities LLC, Citigroup
Global Markets Inc., Harris Nesbitt Corp., ABN AMRO Incorporated,
Rabo-Securities USA, Inc. and Tokyo-Mitsubishi International plc) in
the United Kingdom other than to persons whose ordinary activities
involve them in acquiring, holding, managing, or disposing of
investments (as principal or agent) for the purposes of their
businesses, or otherwise in circumstances which have not resulted and
will not result in an offer to the public in the United Kingdom within
the meaning of the Public Offers of Securities Regulations 1995 (as
amended);
(l) that any communication of an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the Act) in
connection with the Notes (including, without limitation, the issuing
of the offering circular issued in connection therewith and the
Registration Statement (as defined in Schedule 2 hereto)) has only
been made in circumstances in which section 21(1) of the Act does not
apply;
(m) that each of the UK Guarantors has assumed its obligations under the
Documents in good faith and for the purpose of carrying out its
business and that, at the time they were entered into, there were
reasonable grounds for believing that to do so would benefit such UK
Guarantor and be in its best interests;
(n) that the information revealed by our enquiry search results obtained
from the Companies Registry today in connection with the public file
relating to the UK Guarantors (as defined below) kept at the Companies
Registration Office in
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London referred to in paragraph 6(a)(i) below and our oral enquiry
today of the Central Registry of Winding up Petitions referred to in
paragraph 6(a)(ii) below was accurate in all respects and has not
since the date and lime of such search or enquiry been altered; and
(o) that no amendment, supplement, modification, restatement to or of, as
the case may be, the Original Indenture or the Supplemental Indenture
has been made by the parties thereto.
OPINION
6. On the basis of the assumptions set out above and subject to the
qualifications set forth below and any matters not disclosed to us and
having regard to such considerations of English law in force applying as at
the date of this opinion as we consider relevant, we are of the opinion
that:
(a) each UK Guarantor has been duly incorporated in Great Britain and
registered in England and Wales and:
(i) our enquiry today in connection with the public file relating to
each UK Guarantor kept at the Companies Registration Office in
London revealed no order or resolution for the winding up of the
UK Guarantors and no notice of appointment in respect of the UK
Guarantors of a liquidator, receiver, administrative receiver or
administrator;
(ii) the Central Registry of Winding up Petitions has confirmed in
response to our oral enquiry made today that no petition for the
winding up of any UK Guarantor has been presented within the
period of six months covered by such enquiry;
(b) each of the UK Guarantors has all necessary corporate power and
capacity to undertake and perform the obligations expressed to be
assumed by it in the Supplemental Indenture and the Guarantees;
(c) the execution, delivery and performance of the Guarantees and the
Supplemental Indenture has been duly authorised by all necessary
corporate action on the part of each of the UK Guarantors and the
Guarantees and the Supplemental Indenture have been duly executed and
delivered by each of the UK Guarantors; and
(d) the execution, delivery and performance of the Guarantees and the
Supplemental Indenture will not result in any violation by any of the
UK Guarantors of the provisions of their respective memorandum and
articles of association or breach any statute, regulation, or rule of
law which, in our experience, would normally be applicable to
transactions of the type contemplated by the Documents.
QUALIFICATIONS
7. The opinions set forth above are also subject to the following
qualifications:
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(a) the search at the Companies Registration Office referred to in
paragraph 6(a)(i) above is not conclusively capable of revealing
whether or not:
(i) a winding up order has been made or a resolution passed for the
winding up of a company; or
(ii) an administration order has been made; or
(iii) a receiver, administrative receiver, administrator or liquidator
has been appointed,
as notice of these matters may not be filed with the Registrar of
Companies immediately and, when filed, may not be entered on the
public file of the relevant company immediately. In addition, that
search is not capable of revealing, prior to the making of the
relevant order, whether or not a winding up petition or a petition for
an administration order has been presented;
(b) the enquiry at the Central Registry of Winding up Petitions referred
to in paragraph 6(a)(ii) above relates only to a compulsory winding up
and is not conclusively capable of revealing whether or not a winding
up petition in respect of a compulsory winding up has been presented
since details of the petition may not have been entered on the records
of the Central Registry of Winding up Petitions immediately or, in the
case of a petition presented to a County Court, may not have been
notified to the Central Registry and entered on such records at all,
and the response to an enquiry only relates to the period of six
months prior to the date when the enquiry was made;
(c) this opinion is subject to and enforcement may be limited by all
applicable laws relating to bankruptcy, insolvency, administration,
liquidation, fraudulent conveyance, reorganisation, moratorium and
other laws of general application relating to or affecting the rights
of creditors;
(d) we express no opinion as to the effect on the opinions expressed
herein of (i) the compliance or non-compliance of any party to the
Documents with any laws or regulations applicable to it, or (ii) the
legal or regulatory status or the nature of the business of any party
to the Documents; and
(e) we express no opinion on the accuracy of the facts, or the
reasonableness of any statements of opinion, contained in the
Registration Statement (as defined in Schedule 2 hereto) or on whether
any material facts have been omitted from it.
BENEFIT OF OPINION
8. 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
(as defined in Schedule 2 hereto). In giving this consent, we do not hereby
admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations
of the U.S. Securities and Exchange Commission.
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Yours faithfully,
/s/ Skadden, Arps, Slate, Meagher & Flom (UK) LLP
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SCHEDULE 1
LIST OF UK GUARANTORS
Solo Cup (UK) Limited
Insulpak Holdings Limited
Solo Cup Europe Limited
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SCHEDULE 2
LIST OF DOCUMENTS EXAMINED
(a) a signed copy of the Supplemental Indenture;
(b) a signed copy of the Indenture (including a form of the Exchange Note);
(c) a signed copy of the Registration Rights Agreement;
(d) a signed copy of the global note to be used to represent the Exchange Notes
(together with the Guarantees annotated thereon);
(e) the registration statement on Form S-4 filed with the U.S. Securities and
Exchange Commission on the date hereof (the "REGISTRATION STATEMENT")
(f) a copy of the Memorandum and Articles of Association of each of the UK
Guarantors certified by a respective director of each;
(g) a copy of the resolutions of the directors of Solo Cup (UK) Limited, passed
on 10 June 2004 certified by one of its directors;
(h) a copy of the resolutions of the directors of Insulpak Holdings Limited,
passed on 15 June 2004 certified by one of its directors; and
(i) a copy of the resolutions of the directors of Solo Cup Europe Limited,
passed on 18 June 2004 certified by one of its directors.