[Weil, Gotshal & Manges LLP Letterhead]
June 12, 1998
United Stationers Inc.
United Stationers Supply Co.
Lagasse Bros., Inc.
Azerty Incorporated
Positive ID Wholesale Inc.
AP Support Services Incorporated
2200 East Golf Road
Des Plaines, Illinois 60016-1267
Ladies and Gentlemen:
We have acted as counsel to United Stationers Supply Co., an Illinois
corporation (the "Company"), and United Stationers Inc., a Delaware corporation,
Lagasse Bros., Inc., a Louisiana corporation, Azerty Incorporated, a Delaware
corporation, Positive ID Wholesale Inc., a Delaware corporation, and AP Support
Services Incorporated, a Delaware corporation (collectively, the "Guarantors"),
in connection with the preparation and filing by the Company and the Guarantors
of a Registration Statement on Form S-4 (Registration No. 333- ) (the
"Registration Statement"), filed with the Securities and Exchange Commission on
June 12, 1998 under the Securities Act of 1933, as amended (the "Act"),
relating to $100,000,000 in aggregate principal amount of 8 3/8% Senior
Subordinated Notes due 2008 (the "New Notes") of the Company that may be issued
in exchange for a like principal amount of the issued and outstanding 8 3/8%
Senior Subordinated Notes due 2008 (the "Old Notes") of the Company. The
Company proposes to offer, upon the terms set forth in the Registration
Statement, to exchange $1,000 principal amount of New Notes for each $1,000
principal amount of Old Notes (the "Exchange Offer"). The Guarantors will fully
and unconditionally guarantee (the "Guarantees") the New Notes on an unsecured,
senior subordinated basis. The New Notes and Guarantees will be offered under
an Indenture dated as of April 15, 1998, by and among the Company, the
Guarantors, and The Bank of New York, as trustee (the "Indenture"). Capitalized
WEIL, GOTSHAL & MANGES LLP
United Stationers Inc.
United Stationers Supply Co.
Lagasse Bros., Inc.
Azerty Incorporated
Positive ID Wholesale Inc.
AP Support Services Incorporated
2200 East Golf Road
Des Plaines, Illinois 60016-1267
June 12, 1998
Page 2
terms defined in the Registration Statement and not otherwise defined herein are
used herein as so defined.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Indenture, the form of the New Note filed
as an exhibit to the Registration Statement and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the Company
and the Guarantors, and have made such inquiries of such officers and
representatives as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of documents submitted
to us as certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents. As to all questions of fact material to
this opinion that have not been independently established, we have relied upon
certificates or comparable documents of officers and representatives of the
Company and the Guarantors.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
1. Assuming that the Indenture has been duly authorized, executed and
delivered by the parties thereto and that the issuance of the New Notes upon
consummation of the Exchange Offer has been duly authorized by the Company, when
(i) the New Notes upon consummation of the Exchange Offer have been duly
executed by the Company and authenticated by the trustee therefor in accordance
with the terms of the Indenture and (ii) the New Notes issuable upon
consummation of the Exchange Offer have been duly delivered against receipt of
Old Notes surrendered in exchange therefor, the New Notes issuable upon
consummation of the Exchange Offer will constitute the legal, valid and binding
obligations of the Company, enforceable against it in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting
WEIL, GOTSHAL & MANGES LLP
United Stationers Inc.
United Stationers Supply Co.
Lagasse Bros., Inc.
Azerty Incorporated
Positive ID Wholesale Inc.
AP Support Services Incorporated
2200 East Golf Road
Des Plaines, Illinois 60016-1267
June 12, 1998
Page 3
creditors' rights and remedies generally, and subject, as to enforceability,
to general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity), and subject to
the qualification that we express no opinion as to the effect on the New
Notes of the laws of any jurisdiction other than the State of New York,
including laws which limit the rates of interest legally chargeable or
collectible.
2. Assuming that the Indenture has been duly authorized, executed and
delivered by the parties thereto and that the Guarantees of the New Notes upon
consummation of the Exchange Offer have been duly authorized, executed and
delivered by the Guarantors, when (i) the New Notes upon consummation of the
Exchange Offer have been duly executed by the Company and authenticated by the
trustee therefor in accordance with the terms of the Indenture and (ii) the New
Notes issuable upon consummation of the Exchange Offer have been duly delivered
against receipt of Old Notes surrendered in exchange therefor, the Guarantees of
the New Notes issuable upon consummation of the Exchange Offer will constitute
the legal, valid and binding obligations of the Guarantors, enforceable against
them in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity), and subject to the
qualification that we express no opinion as to the effect on the Guarantees of
the New Notes of the laws of any jurisdiction other than the State of New York,
including laws which limit the rates of interest legally chargeable or
collectible.
The opinions expressed herein are limited to the laws of the State of New
York and the federal laws of the United States, and we express no opinion as to
the effect on the matters covered by this letter of the laws of any other
jurisdiction.
WEIL, GOTSHAL & MANGES LLP
United Stationers Inc.
United Stationers Supply Co.
Lagasse Bros., Inc.
Azerty Incorporated
Positive ID Wholesale Inc.
AP Support Services Incorporated
2200 East Golf Road
Des Plaines, Illinois 60016-1267
June 12, 1998
Page 4
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP