Exhibit 5.1
PAUL, WEISS, RIFKIND, WHARTON, & GARRISON
July 9, 1998
Grove Holdings LLC
Grove Holdings Capital, Inc.
201 Main Street
Fort Worth, Texas 76102
Registration Statement on Form S-4 (File No. 333-57609)
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by Grove Holdings LLC, a Delaware limited
liability company (the "Company"), and Grove Holdings Capital, Inc., a
Delaware corporation ("Grove Holdings Capital" and together with the Company,
the "Issuers"), with the Securities and Exchange Commission (the "SEC") under
the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations under it, we have been requested to render our opinion as to the
legality of the securities being registered under the Act. The Registration
Statement relates to the registration
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under the Act of the Issuers' 11 5/8% Senior Discount Debentures due 2009
(the "Exchange Debentures"). The Exchange Debentures are to be offered in
exchange for the Issuers' outstanding 11 5/8% Senior Discount
Debentures due 2009 (the "Existing Debentures") issued and sold by the
Issuers on April 29, 1998 in an offering exempt from registration under the
Act. The Exchange Debentures will be issued by the Issuers in accordance with
the terms of the Indenture (the "Indenture"), dated as of April 29, 1998,
among the Issuers and United States Trust Company of New York, as trustee
(the "Trustee"). Capitalized terms used in this opinion and not otherwise
defined shall have the respective meanings ascribed to them in the
Registration Statement.
In connection with this opinion, we have examined originals, conformed
copies or photocopies, certified or otherwise identified to our satisfaction,
of the following documents (collectively, the "Documents"):
(i) the Registration Statement (including its exhibits);
(ii) the Indenture included as Exhibit 4.1 to the Registration
Statement;
(iii) the Purchase Agreement, dated as of April 29, 1998, among the
Issuers and Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ") and
Chase Securities Inc. ("Chase Securities" and together with DLJ, the
"Initial Purchasers") included as Exhibit 1.1 to the Registration Statement;
(iv) the proposed form of the Exchange Debentures included as Exhibit
4.3 to the Registration Statement; and
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(v) the Registration Rights Agreement, dated as of April 29, 1998,
among the Issuers and the Initial Purchasers (the "Registration Rights
Agreement"), included as Exhibit 4.4 to the Registration Statement.
In addition, we have examined: (i) corporate and limited liability
company records of the Issuers as we have considered appropriate; and (ii)
other certificates, agreements and other documents as we deemed relevant and
necessary as a basis for the opinions expressed below.
In our examination of the Documents and in rendering the opinions set
forth below, we have assumed without independent investigation (i) the
enforceability of the Documents against each party to them (other than the
Issuers), (ii) that the authorization, execution and delivery by each of the
Issuers of each Document to which it is a party and the consummation by each
of the Issuers of the transactions contemplated by them do not violate or
result in a breach of or default under the party's charter documents,
operating agreements or other organizational documents, as the case may be,
(iii) that the Exchange Debentures will be issued as described in the
Registration Statement and in the form reviewed by us and that any
information omitted from the form will be properly added, (iv) the
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genuineness of all signatures, (v) the legal capacity of all individuals
who have executed any of the documents which we examined, (vi) the
authenticity of all documents submitted to us as originals, (vii) the
conformity to the original documents of all documents submitted to us as
certified, photostatic, reproduced or conformed copies of validly existing
agreements or other documents and (viii) the authenticity of all the latter
documents.
In expressing the opinions set forth below, we have relied upon the
factual matters contained in the representations and warranties of the
Issuers made in the Documents and upon certificates of public officials and
officers of the Issuers.
Based upon the above, and subject to the stated assumptions, exceptions
and qualifications, we are of the opinion that when issued, authenticated and
delivered in accordance with the terms of the Indenture and against exchange
for the Existing Debentures in accordance with the terms set forth in the
Registration Rights Agreement, the Exchange Debentures will be legal, valid
and binding obligations of the Issuers enforceable against the Issuers in
accordance with their terms.
The foregoing opinions are subject to the assumption and qualification
that the enforceability of the Indenture and the Exchange Debentures may be
limited by (i) bankruptcy, insolvency, fraudulent conveyance or transfer,
reorganization, moratorium and other similar laws affecting creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).
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Our opinion expressed above is limited to the laws of the State of New
York, the Delaware General Corporation Law and the Limited Liability Company
Act of the State of Delaware. Our opinion is rendered only with respect to the
laws, and the rules, regulations and orders under them, that are currently
in effect.
We consent to the use of our name in the Registration Statement and in
the prospectus contained in it as it appears in the caption "Legal Matters"
and to the use of the opinion as an exhibit to the Registration Statement. In
giving this consent, we do not admit that we come within the category of
persons whose consent is required by the Act or by the rules and regulations
promulgated under it.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON