EX. 5.1
June 5, 1998
Perry-Judd's Incorporated and Subsidiaries
c/o Perry-Judd's Incorporated
575 West Madison Street
Waterloo, Wisconsin 53594
Ladies and Gentlemen:
We have acted as counsel for Perry-Judd's Incorporated (the
"Company"), and its wholly-owned subsidiaries Perry Graphic Communications,
Inc., a Delaware corporation, Judd's, Incorporated, a Maryland corporation,
Shenandoah Valley Press, Inc., a Virginia corporation, Mount Jackson Press,
Inc., a Virginia corporation, Judd & Detweiler, Inc., a District of Columbia
corporation, and Judd's Online, Inc., a Delaware corporation (each a
"Subsidiary" and collectively, the "Subsidiaries"), in connection with the
proposed offering and issuance of One Hundred Fifteen Million Dollars
($115,000,000) in principal amount of 10-5/8% Senior Subordinated Notes due
2007 (the "Exchange Notes") of the Company, and related guarantees thereof by
the Subsidiaries (each a "Subsidiary Guarantee" and collectively the
"Subsidiary Guarantees"), in exchange for a like amount of 10-5/8% Senior
Notes due 2007 (the Outstanding Notes") of the Company, as contemplated by
the Prospectus (the "Prospectus") included as part of the Registration
Statements on Form S-4 filed by the Company (File No. 333-45235 originally
filed on January 30, 1998) and each Subsidiary (File Nos. 333-45235-01 -
333-45235-07 originally filed on May 11, 1998) with respect to the Exchange
Notes and the Subsidiary Guarantees filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended
(the "Securities Act) (such Registration Statements, as amended or
supplemented, are hereinafter referred to collectively as the "Registration
Statement").
In our capacity as counsel to the Company and the Subsidiaries, we
have examined, among other things, the following:
(i) The Registration Statement and Prospectus contained
therein;
(ii) The Indenture, dated as of December 16, 1997, by and among
the Company, the Subsidiaries named therein, and U.S. Trust Company of
California, N.A. as trustee (the "Trustee") (the "Indenture");
Perry-Judd's Incorporated
and Subsidiaries
June 5, 1998
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(iii) The Registration Rights Agreement, dated as of December 16,
1997, by and among the Company, the Subsidiaries named therein and BT Alex.
Brown Incorporated;
(iv) The Restated Certificate of Incorporation of the Company,
and the Certificate of Incorporation, Articles of Organization or other
incorporation document, as the case may be, of each Subsidiary, including all
amendments thereto, as in effect on the date hereof;
(v) The Bylaws of the Company and each Subsidiary, including all
amendments thereto, as in effect on the date hereof;
(vi) Resolutions of the Board of Directors of the Company,
adopted by unanimous written consent as of December 16, 1997, authorizing the
issuance of the Exchange Notes and certain other actions with regard thereto;
(vii) Resolutions of the Board of Directors of each Subsidiary,
adopted by unanimous written consent as of December 16, 1997 and February 4,
1998 authorizing the Subsidiary Guarantees and certain other actions with regard
thereto;
(viii) The opinion dated June 5, 1998 of Berliner, Corcoran
& Rowe, L.L.P., special counsel to certain of the Subsidiaries, a copy of
which is filed as Exhibit 5.2 to the Registration Statement (the "Berliner
Opinion"); and
(ix) The opinion dated June 5, 1998 of Mackall, Mackall & Gibb, A
Professional Corporation, special counsel to certain of the Subsidiaries, a copy
of which is filed as Exhibit 5.3 to the Registration Statement (the "Mackall
Opinion").
In addition, we have obtained from public officials, officers and
other representatives of the Company and the Subsidiaries, and others such
certificates, documents and assurances as we considered necessary or
appropriate for purposes of rendering this opinion letter. In our
examination of the documents listed in subparagraphs (i) -- (ix) above and
the other certificates and documents referred to herein, 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 copies and the
authenticity of the originals of such documents. Regarding documents
executed by parties other than the Company or Subsidiaries, we have assumed
(i) that each such other party had the power to enter into and perform all
its obligations thereunder, (ii) the due authorization, execution and
delivery of such documents by each such party, and (iii) that such documents
constitute the legal, valid, binding and enforceable obligations of each such
party.
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This opinion letter relates solely to the laws of the State of New
York and applicable provisions of the General Corporation Law of the State of
Delaware and the rules and regulations promulgated under those provisions and
applicable judicial and regulatory determinations, and we express no opinion as
to the effect or applicability of the laws of any other jurisdictions.
To the extent that our opinions in paragraphs 1 and 2 below involve
the laws of the States of Maryland or Virginia, or the District of Columbia,
we have relied, with their consent, solely on the Berliner Opinion and the
Mackall Opinion. In addition, our opinions expressed in paragraphs 1 and 2
below, to the extent covering the legal, valid and binding nature against the
Company and its Subsidiaries of obligations under the Notes and the
Guarantees are not intended as opinions under the laws of the States of
Maryland, Virginia or Delaware or the District of Columbia and are only
intended to cover the nature of the Notes and the Guarantees as contracts and
obligations created under the laws of the State of New York.
Based upon and subject to the foregoing and on our consideration of
such other matters of fact and questions of law as we considered relevant in the
circumstances, we are of the opinion that:
1. The Exchange Notes have been duly authorized by the Company
and each Subsidiary Guarantee has been duly authorized by the respective
Subsidiary;
2. When, as and if (i) the Registration Statement shall have
become effective pursuant to the provisions of the Securities Act, (ii) the
Indenture shall have been qualified pursuant to the provisions of the Trust
Indenture Act of 1939, as amended, (iii) the Exchange Notes have been duly
executed by the Company, and (iv) the Exchange Notes have been issued and
delivered in exchange for the Outstanding Notes in accordance with the terms
of the Exchange Offer (as defined in the Registration Statement), then (a)
the Exchange Notes will be legally issued, fully paid and nonassessable, and
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, and (b) each Subsidiary
Guarantee will be legally issued, fully paid and nonassessable and constitute
a valid and binding obligation of the applicable Subsidiary, enforceable
against such Subsidiary in accordance with its terms.
To the extent that the obligations of the Company or any Subsidiary
under the Indenture may be dependent upon such matters, we have assumed for
purposes of this opinion that (i) the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization and is duly qualified to engage in the activities contemplated
by the Indenture, (ii) the Indenture has been duly authorized, executed and
delivered by and constitutes the legal, valid and binding obligation of the
Trustee, (iii) the Trustee is in compliance, generally and with respect to
acting as Trustee, under the Indenture, with all applicable laws and
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regulations and (iv) the Trustee has the requisite organizational and legal
power and authority to perform its obligations under the Indenture.
The opinions set forth above are subject to the qualification that the
enforceability of the obligations of the Company may be subject to or limited by
(i) bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent
transfer and other similar laws affecting the rights of creditors generally; and
(ii) general equitable principles (whether relief is sought in a proceeding at
law or in equity), including, without limitation, concepts of materiality,
reasonableness, good faith, and fair dealing.
We express no opinion as to the enforceability of provisions relating
to indemnification, contribution or exculpation, to the extent any such
provision is contrary to public policy or prohibited by law (including, without
limitation, federal and state securities laws). You should be aware that under
applicable New York law, a number of statutory and common law rights and
protections exist in favor of guarantors. We express no opinion herein as to
the enforceability of any waivers and other provisions of the Subsidiary
Guarantees which purport to waive or alter rights provided to any Subsidiary
Guarantor by statute or judicial decision.
We hereby consent to the filing of this opinion as Exhibit 5.1 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 Securities Act or the rules and regulations of
the Commission thereunder.
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This opinion letter is expressly limited to the matters set forth
above and we render no other opinion and express no other belief whether by
implication or otherwise, as to any other matters. This opinion letter is
rendered as of the date hereof, and we assume no obligation to advise you of any
facts, circumstances, events or developments that may be brought to our
attention in the future, which facts, circumstances, events or developments may
alter, affect or modify the opinions expressed herein.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP