EXHIBIT 5
FAEGRE & BENSON LLP
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2500 REPUBLIC PLAZA, 370 SEVENTEENTH STREET
DENVER, COLORADO 80202-4004
TELEPHONE 303.607.3500
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www.faegre.com
September 9, 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, File No. 333-90194 (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
September 9, 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.
September 9, 2002
Page 3
(i) In rendering the opinions set forth herein, we have assumed that
the Notes and the Indenture are valid and binding upon all parties thereto
other than the Company and the Subsidiary Guarantors.
(j) 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.
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