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Exhibit 5.2
KELLEY DRYE & WARREN LLP
A LIMITED LIABILITY PARTNERSHIP
NEW YORK, NY TYSONS CORNER
WASHINGTON, DC 8000 TOWERS CRESCENT DRIVE FACSIMILE
CHICAGO, IL SUITE 1200 (703) 918-2450
STAMFORD, CT VIENNA, VIRGINIA 22182 www.kelleydrye.com
PARSIPPANY, NJ
BRUSSELS, BELGIUM (703) 918-2300
AFFILIATE OFFICES
JAKARTA, INDONESIA
MUMBAI, INDIA
October 22, 2004
Bonita Bay Holdings, Inc.
Prestige Brands Holdings, Inc.
Prestige Brands International, Inc.
90 North Broadway
Irvington, New York 10533
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special counsel to
Bonita Bay Holdings, Inc., a Virginia corporation ("BONITA BAY"), Prestige
Brands Holdings, Inc., a Virginia corporation ("HOLDINGS") and Prestige
Brands International, Inc., a Virginia corporation ("INTERNATIONAL" and
collectively with Bonita Bay and Holdings, the "GUARANTORS"), in connection
with the Guarantors' proposed guarantee, along with the other guarantors
under the Indenture (as defined below), of $210,000,000 in aggregate
principal amount of 91/4% Senior Subordinated Notes, due 2012, Series B (the
"EXCHANGE NOTES"). The Exchange Notes are to be issued by Prestige Brands,
Inc., a Delaware corporation (the "ISSUER"), in connection with an exchange
offer to be made pursuant to a Registration Statement on Form S-4 (such
Registration Statement, as supplemented or amended, is hereinafter referred
to as the "REGISTRATION STATEMENT"), originally filed with the Securities and
Exchange Commission (the "COMMISSION") on July 6, 2004, under the Securities
Act of 1933, as amended (the "ACT"). The obligations of the Issuer under the
Exchange Notes will be guaranteed by the Guarantors (the "GUARANTEES"), along
with other guarantors. The Exchange Notes and the Guarantees are to be
issued pursuant to the Indenture (as may be amended or supplemented from time
to time, the "INDENTURE"), dated as of April 6, 2004, among the Issuer, the
guarantors set forth therein and U.S. Bank National Association, as Trustee.
In our capacity as special counsel to the Guarantors, our representation is
limited to matters referred to us by the Guarantors.
For purposes of the opinions and other matters herein expressed, we have
examined duly-executed counterparts of the following documents:
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Bonita Bay Holdings, Inc.
Prestige Brands Holdings, Inc.
Prestige Brands International, Inc.
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(i) the Indenture dated as of April 6, 2004, by and among the Issuer, the
Guarantors and the Trustee (the "INDENTURE");
(ii) the Registration Statement; and
(iii) the Notations of Guarantees and the Guarantees made a part of the
Indenture dated as of April 6, 2004, made by the Guarantors in favor of the
Holders (as defined in the Indenture) and Trustee (the "GUARANTEES", and
collectively with the Indenture, the "TRANSACTION DOCUMENTS").
In addition, we have examined the Articles of Incorporation of Bonita Bay,
as amended by the Articles of Correction and the Articles of Amendment, in
the form on file with, and confirmed to us as true and correct in certified
copy from, the State Corporation Commission of the Commonwealth of Virginia
("VSSC") as of September 16, 2004 (the "BONITA BAY ARTICLES"); the Articles
of Incorporation of Holdings, as amended by the Articles of Amendment and
Restatement, in the form on file with, and confirmed to us as true and
correct in certified copy from, the VSSC as of September 16, 2004 (the
"HOLDINGS ARTICLES"); the Articles of Incorporation of International, as
amended by the Articles of Amendment and the Articles of Amendment and
Restatement, in the form on file with, and confirmed to us as true and
correct in certified copy from, the VSSC as of September 15, 2004 (the
"INTERNATIONAL ARTICLES", and collectively with the Bonita Bay Articles and
the Holdings Articles, the "GUARANTORS' ARTICLES OF INCORPORATION"); the
Bylaws of Bonita Bay, in the form certified to us by Bonita Bay to be true
and complete as of the date hereof (the "BONITA BAY BYLAWS"); the Bylaws of
Holdings, in the form certified to us by Holdings to be true and complete as
of the date hereof (the "HOLDINGS BYLAWS"); and the Bylaws of International,
in the form certified to us by International to be true and complete as of
the date hereof (the "INTERNATIONAL BYLAWS", and collectively with the Bonita
Bay Bylaws and the Holdings Bylaws, the "BYLAWS"). The Guarantors' Articles
of Incorporation and Bylaws are sometimes referred to herein collectively as
the "GOVERNING DOCUMENTS." We also reviewed Certificates of Good Standing
for each of the Guarantors issued by the VSSC dated September 10, 2004.
Finally, we have reviewed certified copies of the following documents
(collectively, the "CORPORATE AUTHORIZATIONS"): the Consent in Lieu of a
Special Meeting of the Board of Directors of Bonita Bay (the "BONITA BAY
BOARD") dated April 6, 2004; the Consent in Lieu of a Special Meeting of the
Board of Directors of Holdings (the "HOLDINGS BOARD") dated April 6, 2004;
and the Consent in Lieu of a Special Meeting of the Board of Directors of
International (the "INTERNATIONAL BOARD", and collectively with the Bonita
Bay Board and the Holdings Board, the "BOARDS OF DIRECTORS") dated
April 6, 2004.
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Bonita Bay Holdings, Inc.
Prestige Brands Holdings, Inc.
Prestige Brands International, Inc.
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The opinions and other matters expressed in this letter are based on our
review of the Transaction Documents, the Registration Statement, the
Governing Documents, the Corporate Authorizations, and such other records,
agreements, instruments and certificates of public officials or other parties
as we have deemed necessary. We make no representation that we have
independently verified the accuracy, completeness or fairness of the
Registration Statement.
As to all matters of fact, we have relied on certain certificates of
authorized officers of the Guarantors provided to us by the Guarantors (the
"PRESTIGE CERTIFICATES"). We have assumed, without independent inquiry, the
accuracy of such Prestige Certificates.
When an opinion set forth below is given to the best of our knowledge, or
to our knowledge, or with reference to matters of which we are aware or that are
known to us, or with another similar qualification, the relevant knowledge or
awareness is limited to the actual knowledge or awareness of the individual
lawyers in our firm who have participated directly in the specific
transactions to which this letter relates, and without any special or
additional investigation undertaken for the purposes of this letter.
For purposes of this letter and the opinions and other matters expressed
herein, we have assumed without any investigation (i) the legal capacity of
each natural person, (ii) the full power and authority of each person other
than the Guarantors to execute, deliver and perform each document heretofore
executed and delivered or hereafter to be executed and delivered and to do
each other act heretofore done or hereafter to be done by such person, (iii)
the due authorization, authentication (as applicable), execution and delivery
by each person other than the Guarantors of each document heretofore executed
and delivered or hereafter to be executed and delivered by such person, (iv)
the legality, validity, binding effect and enforceability as to each person
other than the Guarantors of each document heretofore executed and delivered
or hereafter to be executed and delivered and of each other act heretofore
done or hereafter to be done by such person, (v) the genuineness of each
signature on, and the completeness and authenticity of, each document and
record purporting to be an original, (vi) the conformity to the original of
each document and record reviewed by us as a copy and (vii) the completeness
and authenticity of the original of each document reviewed by us in original
or copy form.
Each opinion set forth below relating to the enforceability of any
agreement or instrument against the Guarantors is subject to the following
general qualifications:
(a) the Exchange Notes have been issued by the Issuer in accordance with
the terms of the Indenture and the Registration Statement;
(b) as to any instrument or agreement delivered by the Guarantors, we
assume that the Guarantors have received the agreed-to consideration
therefor;
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Prestige Brands Holdings, Inc.
Prestige Brands International, Inc.
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(c) the enforceability of any obligation of the Guarantors may be subject
to, affected by or limited by, bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium, marshaling or
other laws, rules of law or regulations affecting the enforcement
generally of creditors' rights and remedies (including such as may
deny giving effect to waivers of debtors' rights);
(d) the enforceability of any obligation of the Guarantors to provide
indemnification or contribution in connection with any liability
under applicable federal or state laws or regulations may be subject
to limitation arising under such laws or regulations or by public
policy on the enforceability of provisions providing for indemnity or
contribution;
(e) no opinion is given herein as to the availability of any specific or
equitable relief of any kind and, as to remedies or rights upon
default provided for under the terms of the Transaction Documents, we
note that such remedies or rights may be further limited or rendered
unenforceable by applicable law, but such applicable law does not, in
our opinion, make the remedies afforded by the Transaction Documents
inadequate for the practical realization of the benefits purported to
be provided thereby; and
(f) the enforcement of any rights may in all cases be subject to an
implied duty of good faith and fair dealing and to general principles
of equity (whether such enforcement is considered in a proceeding at
law or in equity).
None of the opinions or other advice contained in this letter considers or
covers any state securities (or "blue sky") laws or regulations. Moreover,
none of the opinions or other advice contained in this letter covers or
otherwise addresses any of the following types of provisions which may be
contained in the Transaction Documents: (i) waivers of benefits and rights to
the extent they cannot be waived under applicable law; (ii) provisions
providing for liquidated damages, late charges and prepayment charges, in
each case if deemed to constitute penalties; or (iii) requirements in the
Transaction Documents specifying that provisions thereof may only be waived
in writing (these provisions may not be valid, binding or enforceable to the
extent that an oral agreement or an implied agreement by trade practice or
course of conduct has been created modifying any provision of such
documents).
Subject to the assumptions, qualifications and limitations set forth
herein, we have made such examinations of law as we have deemed necessary for
the purposes of this letter and the matters herein stated. This letter is,
and the opinions and other matters herein expressed are, limited solely to
Title 13.1 of the Virginia Code (the "VIRGINIA GENERAL CORPORATION LAW") and
the federal laws of the United States of America, to the extent that the same
may apply to or govern the transactions contemplated by the Transaction
Documents, and does not cover matters
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Bonita Bay Holdings, Inc.
Prestige Brands Holdings, Inc.
Prestige Brands International, Inc.
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arising under or governed by the laws of any other jurisdiction. No opinion
is given as to the choice of law or internal substantive rules of law that
any tribunal may apply to the transactions referred to herein. No opinion is
given as to the "antifraud" provisions of federal or state securities laws.
Based on and subject to the foregoing, we are of the opinion that:
1. The Guarantors are corporations organized, existing and in good
standing under the laws of the Commonwealth of Virginia.
2. The Indenture has been duly authorized, executed and delivered by the
Guarantors. The Indenture is a valid and binding obligation of the
Guarantors and is enforceable against the Guarantors in accordance with its
terms.
3. When: (i) the Registration Statement has been declared 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 Indenture and duly delivered to the
holders thereof in exchange for the 9 1/4% Senior Subordinated Notes of Issuer
dated April 6, 2004, the Guarantees will be a valid and binding obligation of
the Guarantors, enforceable against the Guarantors in accordance with their
terms.
4. The execution and delivery of the Indenture by the Guarantors and the
performance by the Guarantors of their obligations thereunder (including with
respect to the Guarantees) do not and will not conflict with or constitute or
result in a breach or default under (or an event which with notice or the
passage of time or both would constitute a default under) or result in the
creation of a lien or encumbrance under or violation of any of, (i) the
Governing Documents or (ii) any statute or governmental rule or regulation of
the Commonwealth of Virginia.
5. To our actual knowledge, no consent, waiver, approval, authorization
or order of any Commonwealth of Virginia court or governmental authority of
the Commonwealth of Virginia is required for the issuance by the Guarantors
of the Guarantees, except such as may be required under the Act or the
Securities Exchange Act of 1934, as amended.
This opinion letter is rendered to the Guarantors exclusively for their
benefit in connection with the filing of the Registration Statement and may
not be referred to, reproduced, duplicated, quoted, excerpted from or used
for any other purpose, or delivered or shown to, or relied on by, any other
party (including governmental agencies) without our prior written consent
(unless required to comply with applicable law or court order). This opinion
letter may also be relied on by Kirkland & Ellis for purposes of their
contemporaneous opinion being furnished to you in connection with the filing
of the Registration Statement. The opinions set forth herein are based on
applicable law and facts as of the date of this opinion letter, and are
limited to the matters set forth in this letter, and no other opinions should
be inferred beyond the matters
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KELLEY DRYE & WARREN LLP
Bonita Bay Holdings, Inc.
Prestige Brands Holdings, Inc.
Prestige Brands International, Inc.
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expressly stated. We assume no obligation to update any opinions set forth
herein to reflect any facts or circumstances that may hereafter come to our
attention or any changes in law that may hereafter occur.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.2 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.
Sincerely,
/s/ KELLEY DRYE & WARREN LLP
KELLEY DRYE & WARREN LLP