Exhibit 5.1
KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive DRAFT
Chicago, Illinois 60601
To Call Writer Direct: 312 861-2000 Facsimile:
312 861-2000 312 861-2200
July __, 1999
United Industries Corporation
8825 Page Boulevard
St. Louis, Missouri 63114
Re: United Industries Corporation,
Registration Statement on Form S-4
Registration No. 333-76055
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Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal
counsel to United Industries Corporation, a Delaware corporation (the
"Registrant") pursuant to the Indenture (the "Indenture") dated as of March 24,
1999, among the Issuer and State Street Bank and Trust Company, as Trustee, in
connection with the proposed registration by the Issuer of up to $150,000,000 in
aggregate principal amount of the Issuer's 9 7/8% Senior Subordinated Notes due
2009 (the "Exchange Notes"), pursuant to a Registration Statement on Form S-4
(Registration No. 333-76055) originally filed with the Securities and Exchange
Commission (the "Commission") on March 19, 1999, under the Securities Act of
1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
Exchange Notes and are to be issued pursuant to the Indenture in exchange for
and in replacement of the Registrant's outstanding 9 7/8% Senior Notes due 2009
(the "Old Notes"), of which $150,000,000 in aggregate principal amount is
outstanding.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Certificate of Incorporation and By-Laws of the
Registrant, (ii) minutes and records of the corporate proceedings of the
Registrant with respect to the issuance of the Exchange Notes and the
Guarantees, respectively, (iii) the Registration Statement, and (iv) the
Registration Rights Agreement, dated March 24, 1999, among the Issuer and CIBC
Oppenheimer Corp and NationsBanc Montgomery Securities LLC.
For purposes of this opinion, we have assumed the authenticity of all
documents
KIRKLAND & ELLIS
United Industries Corporation
July __, 1999
Page 2
submitted to us as originals, the conformity to the originals of all documents
submitted to us as copies and the authenticity of the originals of all documents
submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrant and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrant.
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 the Registrant and
others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of the State of New York, the
General Corporation Law of the State of Delaware and the Delaware case law
decided thereunder and the federal laws of the United States of America.
Based upon and subject to the assumptions, qualifications, assumptions
and limitations and the further limitations set forth below, we are of the
opinion that when (i) the Registration Statement becomes effective, (ii) the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended and (iii) the Exchange Notes and the Guarantees have been duly executed
and authenticated in accordance with the provisions of the Indenture and duly
delivered to the purchasers thereof in exchange for the Old Notes, the Exchange
Notes and the Guarantees will be validly issued and binding obligations of the
Registrant.
We hereby consent to the filing of this opinion with the commission 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 Act or the rules and
regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or
KIRKLAND & ELLIS
United Industries Corporation
July __, 1999
Page 3
supplement this opinion should the present laws of the States of New York or
Delaware or the federal law of the United States be changed by legislative
action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Sincerely,
Kirkland & Ellis