FORM OF EXHIBIT 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom, LLP]
September [ ], 1998
Great Lakes Acquisition Corp.
551 Fifth Avenue, Suite 3600
New York, New York 10176
Re: Great Lakes Acquisition Corp. Registration
Statement on Form S-4 (No. 333-59541)
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Ladies and Gentlemen:
We have acted as special counsel to Great Lakes Acquisition Corp., a
Delaware corporation ("Holdings"), in connection with the public offering of
$56,600,000 aggregate principal amount at maturity of the Holdings 13 1/8%
Series B Senior Discount Debentures due 2009 (the "Debentures"). The
Debentures are to be issued pursuant to an exchange offer (the "Exchange
Offer") in exchange for a like principal amount of the issued and outstanding
13 1/8% Senior Discount Debentures due 2009 of Holdings (the "Old Debentures"),
and are to be governed by the Indenture, dated as of May 22, 1998 (the
"Indenture"), by and among Holdings and State Street Bank and Trust Company of
California, N.A., as Trustee (the "Trustee") as contemplated by the
Registration Rights Agreement, dated as of May 22, 1998 (the "Registration
Rights Agreement"), by and between Holdings and Donaldson, Lufkin & Jenrette
Securities Corporation.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with rendering this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement on Form S-4 (File No.
333-59541) relating to the Exchange Offer as filed with the Securities and
Exchange Commission (the "SEC") on July 21, 1998 under the Act and Amendment
No. 1 thereto filed with the SEC on September 4, 1998 (such Registration
Statement, as so amended, being hereafter referred to as the "Registration
Statement"); (ii) an executed copy of the Registration Rights Agreement;
(iii) an executed copy of the Indenture; (iv) specimens of the certificates
representing the Debentures included as exhibits to the Indenture; (v)
copies, certified by the Secretary of State of the State of Delaware, of the
Certificate of Incorporation of Holdings, as in effect on the date hereof
(the "Certificate"); (vi) the Bylaws of Holdings, certified by the Secretary
of Holdings, as in effect on the date hereof (the "Bylaws"); and (vii)
certain resolutions adopted by the Board of Directors of Holdings relating to
the Exchange Offer, the issuance of the Old Notes and the Notes, the
Indenture and related matters. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of
Holdings and such agreements, certificates of public officials, certificates
of officers or other representatives of Holdings and others, and such other
documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, 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 certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than
Holdings, we have assumed that such parties had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
that each such party is validly existing and in good standing under the laws of
its jurisdiction of organization, and have also assumed the due authorization by
such parties, by all requisite action, corporate or other, to enter into and
perform all obligations thereunder and the due execution and delivery by such
parties of such documents and the validity, binding effect and enforceability
thereof on such parties. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of
Holdings and others.
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We also have assumed, with your permission, that the execution and
delivery by Holdings of the Debentures and the Indenture and the performance
of its obligations thereunder do not and will not violate, conflict with or
constitute a breach or default under (with the passage of time or otherwise)
(i) any contract, indenture, mortgage, loan agreement, note, lease or other
agreement or instrument to which Holdings is a party or by which it may be
bound, or to which any of its properties or assets is subject (except that we
do not make the assumption set forth in this clause (i) with respect to the
Certificate, the Bylaws, the Indenture, or the Registration Rights
Agreement), (ii) any statute, law, rule or regulation to which Holdings or
any of its properties may be subject (except that we do not make the
assumption set forth in this clause (ii) with respect to the Delaware General
Corporation Law and those statutes, laws, rules and regulations of the State
of New York and the United States of America, in each case, which, in our
experience, are normally applicable to transactions of the type contemplated
by the Exchange Offer (other than the United States federal securities laws,
state securities or Blue Sky laws, antifraud laws and the rules and
regulations of the National Association of Securities Dealers, Inc.), but
without our having made any special investigation with respect to any other
statutes, laws, rules or regulations), (iii) any order or decree of any
governmental authority, or (iv) any consent, approval, license, authorization
or validation of, or filing, recording or registration with, any governmental
authority.
We do not express any opinion as to the laws of any jurisdiction
other than the laws of the State of New York and Deleware corporate law.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that the Debentures have been duly authorized and when duly executed by
Holdings and authenticated by the Trustee in accordance with the provisions of
the Indenture and delivered upon consummation of the Exchange Offer against
receipt of Old Debentures surrendered in exchange therefor in accordance with
the terms of the Exchange Offer, will be valid and binding obligations of
Holdings entitled to the benefits of the Indenture and enforceable against
Holdings in accordance with their terms except (i) to the extent that the
enforceability thereof may be limited by (A) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other similar laws now or
hereafter in effect relating to or affecting creditors' rights
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generally and (B) general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in equity) and (ii) that we do
not express any opinion as to the enforceability or effect of Section 4.06 of
the Indenture.
We hereby consent to the filing of this opinion with the SEC as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the prospectus included in the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the SEC.
Very truly yours,
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