EXHIBIT 5
FAEGRE & BENSON LLP
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2500 REPUBLIC PLAZA, 370 SEVENTEENTH STREET
DENVER, COLORADO 80202-4004
TELEPHONE 303.592.9000
FACSIMILE 303.820.0600
www.faegre.com
June 10, 2002
Mail-Well I Corporation
8310 S. Valley Highway, #400
Englewood, Colorado 80112
Re: Mail-Well I Corporation
Registration Statement on Form S-4
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Ladies and Gentlemen:
At your request, we have examined the Registration Statement on
Form S-4 (the "Registration Statement") of Mail-Well I Corporation, a
Delaware corporation (the "Company"), and certain of its subsidiaries (the
"Subsidiary Guarantors") listed therein, in connection with the exchange of
$350,000,000 principal amount of the Company's 9 5/8% Senior Notes due 2012
(the "Notes") for $350,000,000 principal amount of its outstanding 9 5/8%
Senior Notes due 2012 (the "Old Notes"). The Notes will be issued pursuant
to an Indenture (the "Indenture") dated as of March 13, 2002 among the
Company, each Subsidiary Guarantor and the Trustee named therein, and will
be guaranteed by such Subsidiary Guarantors pursuant to guarantees set forth
therein (the "Guarantees").
We have examined such matters of fact and questions of law as we
have considered appropriate for purposes of this opinion. We have examined,
among other things, the terms of the Notes and the Indenture, including the
Guarantees.
Based on the foregoing and subject to the qualifications and
assumptions stated herein, we are of the opinion that:
1. Assuming that the Notes have been duly authorized by the
Company, when duly executed and authenticated as contemplated by the
Indenture and delivered to the holders of the Old Notes in exchange for the
Old Notes as contemplated by the Registration Statement, the Notes will
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms and will be entitled to
the benefits of the Indenture.
2. Assuming that the Guarantees have been duly authorized by each
of the Subsidiary Guarantors, when the Notes are executed and authenticated
as contemplated by the Indenture and delivered to the holders of the Old
Notes in exchange for the Old Notes as contemplated by the Registration
Statement, the Guarantees endorsed thereon will be entitled to
June 10, 2002
Page 2
the benefits of the Indenture and will be valid and binding obligations of
the Subsidiary Guarantors, enforceable in accordance with their terms.
The opinions expressed herein are subject to the following
qualifications, assumptions and limitations:
(a) In connection with rendering the opinions set forth herein, we
have assumed the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
copies thereof, and the authenticity of the originals of such latter
documents.
(b) The opinions set forth herein may be limited by applicable
bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or
transfer and other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally.
(c) Enforcement of the rights and remedies granted under the Notes
and the Indenture may be limited by general principles of equity (including,
without limitation, unconscionability), regardless of whether such
enforcement is considered in a proceeding in equity or at law, and in this
regard we have assumed that the holders of such rights and remedies will
exercise them only in good faith and under circumstances and in a manner
which are commercially reasonable.
(d) We express no opinion as to the enforceability of any
provisions in the Notes or the Indenture regarding indemnification or
contribution or liquidated damages or requiring the payment of interest
at a higher rate than the rate ordinarily borne by the Notes upon default.
We express no opinion with respect to (i) the enforceability of any
severability provision contained in the Notes or the Indenture or (ii) any
provision in the Notes or the Indenture requiring that waivers be in writing
or providing that a party's failure to exercise any right, remedy or option
under such documents shall not operate as a waiver.
(e) We express no opinion as to whether waivers of statutory or
common law rights contained in either the Notes or the Indenture are
enforceable.
(f) We have assumed that each party to the Notes and the Indenture
(other than the Company and the Subsidiary Guarantors) has complied with all
legal requirements pertaining to its status as such status relates to its
rights to enforce such documents against the Company and the Subsidiary
Guarantors.
(g) We express no opinion as to the governing law or the choice of
law provisions of any of the Notes and the Indenture.
(h) We express no opinion as to the enforceability of provisions by
which the parties submit to the jurisdiction of particular courts or waive
objections to venue or waive a jury trial.
(i) In rendering the opinions set forth herein, we have assumed
that (i) the Notes and the Indenture have been duly authorized, executed and
delivered by all parties thereto and that all
June 10, 2002
Page 3
such persons have the power and authority to enter into and perform the
Notes and the Indenture and (ii) the Notes and the Indenture are valid and
binding upon all parties thereto other than the Company and the Subsidiary
Guarantors.
(j) This opinion is limited to the laws of the State of Colorado
and the federal laws of the United States of America. We note that the Notes
and the Indenture are governed by the laws of the State of New York. For
purposes of rendering the opinions set forth herein, we have assumed,
without independent inquiry, that the laws of the State of Colorado are
identical to the laws of the State of New York in all respects material to
this opinion.
(k) Our opinions set forth in this letter are based upon the facts
in existence and laws in effect on the date hereof and we expressly disclaim
any obligation to update our opinions herein, regardless of whether changes
in such facts or laws come to our attention after the delivery hereof.
(l) This opinion is solely for your benefit, and may not be relied
upon in any manner by any other person and may not be disclosed, quoted,
filed with a governmental agency or otherwise referred to without our prior
written consent; provided, however, we consent to your filing this opinion
as an exhibit to the Registration Statement.
We consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus which is part of the Registration
Statement. In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of
the Act, the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or Item 509 of Regulation S-K.
Very truly yours,
/s/ Faegre & Benson LLP
Faegre & Benson LLP