EXHIBIT 5.1
Washington
WILMER, CUTLER & PICKERING Baltimore
2445 M STREET, N.W. New York
WASHINGTON, D.C. 20037-1420 London
_________ Brussels
Berlin
TELEPHONE (202) 663-6000
FACSIMILE (202) 663-6363
November 5, 1998
U.S. Office Products Company
1025 Thomas Jefferson Place, N.W.
Suite 600E
Washington, D.C. 20007
Re: U.S. Office Products Company Exchange Offer Registration
Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to U.S. Office Products Company, a
Delaware corporation (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-4, as amended (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities
Act"), with the Securities and Exchange Commission (the "Commission"). The
Registration Statement relates to an exchange offer (the "Exchange Offer")
pursuant to which the Company will exchange up to $400,000,000 principal amount
of its outstanding 9-3/4% Senior Subordinated Notes due 2008 (the "Old Notes")
for a like principal amount of the Company's 9-3/4% Senior Subordinated Notes
due 2008 that have been registered under the Securities Act (the "New Notes").
The New Notes will be issued pursuant to an indenture, dated as of June 10, 1998
(the "Indenture"), between the Company and State Street Bank and Trust Company
(the "Trustee"), and will be guaranteed pursuant to the Indenture (the
"Guarantees") by certain subsidiaries of the Company (the "Guarantors").
U.S. Office Products Company
November 5, 1998
Page 2
In connection with this opinion, we have examined originals or copies
of the (1) the Registration Statement; (2) the Prospectus that is a part of the
Registration Statement (the "Prospectus"); (3) the Indenture; and (4) the
Registration Rights Agreement dated as of June 5, 1998 by and among the Company
and the Placement Agents (as defined therein) (the "Registration Rights
Agreement"; collectively with the foregoing documents, the "Operative
Documents").
We have also examined original, reproduced or certified copies of
resolutions adopted by the Company's and the Guarantors' boards of directors,
the organizational documents of the Company and the Guarantors, and such other
documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or appropriate to render the opinions
set forth below, and have considered such questions of law as we have deemed
necessary to enable us to render the opinions expressed below.
In our examination of documents and records, we have assumed, without
investigation, the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals, the
conformity with originals of all documents submitted to us as telecopied,
certified, photostatic or reproduced copies and the authenticity of all such
documents. We have also assumed, but not independently verified, that all
documents executed by a party other than the Company or the Guarantors were duly
and validly authorized, executed and delivered by such party, that such party
has the requisite power and authority to execute, deliver and perform such
agreements and other documents, and that such agreements and other documents are
legal, valid and binding obligations of such party and enforceable against such
party in accordance with their respective terms.
With respect to questions of fact material to our opinion, we have
relied with your consent, without independent inquiry or verification by us,
solely upon (a) the representations and warranties and factual matters set forth
in each of the Operative Documents, including any exhibits or schedules attached
thereto, respectively, (b) written and oral representations of officers of the
Company and the Guarantors and (c) certificates of public officials. We do not
opine in any respect as to the accuracy of any such facts contained in items
(a)-(c).
This opinion is limited to the laws of the United States of America,
New York law, the General Corporation Law of Delaware and the laws of the states
of organization of the Guarantors. We express no opinion whatsoever as to any
other laws or regulations or as to laws relating to choice of law or conflicts
of law principles. We are members of the Bar of the District of Columbia and
Maryland and do not hold ourselves out as being experts in the laws of any
U.S. Office Products Company
November 5, 1998
Page 3
other jurisdiction. However, we have made an investigation of such laws to the
extent necessary to render our opinion.
Based upon the foregoing, subject to the assumptions, limitations and
exceptions contained herein, and subject to the issuance by the Commission of an
order declaring the Registration Statement effective, we are of the opinion
that:
1. When the New Notes, in the form filed as an exhibit to the
Indenture, have been duly executed and authenticated in accordance with the
Indenture and have been duly issued and delivered by the Company in exchange for
an equal principal amount of Old Notes pursuant to the terms of the Indenture
and the Exchange Offer, the New Notes will (x) be the legal and binding
obligations of the Company enforceable against the Company in accordance with
their terms except as (a) the enforceability thereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally,
and (b) rights of acceleration, if applicable, and the availability of equitable
remedies may be limited by equitable principles of general applicability, as
well as concepts of materiality, reasonableness, good faith and fair dealing,
and (y) be entitled to the benefits of the Indenture; and
2. When the New Notes, in the form filed as an exhibit to the
Indenture, have been duly executed and authenticated in accordance with the
Indenture and have been duly issued and delivered by the Company in exchange for
an equal principal amount of Old Notes pursuant to the terms of the Indenture
and the Exchange Offer, the Guarantees will constitute the legal and binding
obligations of the Guarantors, enforceable in accordance with their terms,
except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally, and (b) rights
of acceleration, if applicable, and the availability of equitable remedies may
be limited by equitable principles of general applicability, as well as concepts
of materiality, reasonableness, good faith and fair dealing.
The information set forth herein is as of the date hereof. We assume no
obligation to advise you of changes which may thereafter be brought to our
attention. Our opinions are based on statutory and judicial decisions in effect
at the date hereof, and we do not opine with respect to any law, regulation,
rule or governmental policy or decision which may be enacted determined or
adopted after the date hereof, nor assume any responsibility to advise you of
future changes in our opinions.
This opinion is furnished by us, as special counsel to the Company, to
you and is solely for your benefit in connection with the Exchange Offer. We
hereby consent to the use of this
U.S. Office Products Company
Novbember 5, 1998
Page 4
opinion as an exhibit to the Registration Statement. We also consent to any and
all references to our firm under the caption "Legal Matters" in the Prospectus.
Very truly yours,
WILMER, CUTLER & PICKERING
By: /s/ THOMAS W. WHITE
--------------------------
Thomas W. White
A Partner