Exhibit 5.1
October 10, 2003
Evergreen Holdings, Inc.
3850 Three Mile Lane
McMinnville, Oregon 97128-9496
Re: Evergreen Holdings, Inc., Evergreen International
Aviation, Inc. and the other entities listed on Schedule I -
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Evergreen International Aviation,
Inc., an Oregon corporation (the "Company"), and each of the entities listed on
Schedule I hereto (collectively, the "Guarantors") in connection with the public
offering of $215,000,000 aggregate principal amount of the Company's 12% Senior
Second Secured Notes due 2010 (the "Exchange Notes"). The Indenture dated as of
May 16, 2003 (the "Indenture"), between the Company, the Guarantors and Bank
One, N.A., as Trustee (the "Trustee"), provides for the guarantee of the
Exchange Notes by the Guarantors (the "Guarantees") to the extent set forth in
the Indenture. The Exchange Notes are to be issued pursuant to an exchange offer
(the "Exchange Offer") in exchange for a like principal amount of the issued and
outstanding 12% Senior Second Secured Notes due 2010 of the Company (the
"Original Notes") under the Indenture, as contemplated by the Registration
Rights Agreement, dated as of May 16, 2003 (the "Registration Rights
Agreement"), by and among the Company, the Guarantors, Morgan Stanley & Co.
Incorporated, Merrill Lynch, Pierce, Fenner & Smith Incorporated and PNC Capital
Markets, Inc.
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 rendering the opinions set forth herein, we have examined originals
or copies of the following:
(i) the Registration Statement on Form S-4 relating to the
Exchange Notes and the Guarantees filed with the Securities
and Exchange Commission (the "Commission") on October 10, 2003
under the Act (the "Registration Statement");
(ii) an executed copy of the Registration Rights Agreement;
(iii) an executed copy of the Indenture including the terms and
provisions of the Guarantees;
(iv) the Certificate of Incorporation of Sys-tems LogistiX, Inc.
("Sys-tems"), as amended by the Certificate of Amendment of
Certificate of Incorporation of Sys-tems and as certified by
the Secretary of State of the State of Delaware;
(vi) the Certificate of Incorporation of Evergreen Aviation Ground
Logistics Enterprises, Inc. ("EAGLE", together with Sys-tems,
the "Delaware Guarantors"), as amended by the Certificate of
Amendment of Certificate of Incorporation of EAGLE and as
certified by the Secretary of State of the State of Delaware;
(v) the Amended and Restated By-Laws of each of the Delaware
Guarantors, as currently in effect;
(vi) certain resolutions adopted by the Board of Directors of each
of the Delaware Guarantors relating to the Exchange Offer, the
Indenture, the issuance of the Guarantees by the Delaware
Guarantors and related matters; and
(vii) the form of the Exchange Notes.
We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and the
Guarantors and such agreements, certificates and receipts of public officials,
certificates of officers or other representatives of the Company, the Guarantors
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 facsimile, electronic certified, conformed or
photostatic copies and the authenticity of the originals of such copies. In
making our examination of executed documents or documents to be executed, we
have assumed that the parties thereto (including the Company), other than the
Delaware Guarantors, had or will have the power, corporate or other, to enter
into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and, except as set forth in our
opinion below, the validity and binding effect on such parties. We have also
assumed that the Company and each of the Guarantors, other than the Delaware
Guarantors, has been duly organized and is validly existing in good standing
under the laws of its respective jurisdiction of organization and that the
Company and each of the Guarantors, other than the Delaware Guarantors, has
complied with all aspects of applicable laws of jurisdictions other than the
United States of America and the State of New York in connection with the
transactions contemplated by the Exchange Notes, the Guarantees, the
Registration Rights Agreement and the Indenture. In addition, we have assumed
that the execution and
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delivery by the Company and the Guarantors of the Indenture, the Exchange Notes
and the Guarantees and the performance by the Company and the Guarantors of
their respective obligations thereunder do not and will not violate, conflict
with or constitute a default under any agreement or instrument to which the
Company or the Guarantors or their properties are subject. 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 Company, the Guarantors and others.
Our opinions set forth herein are limited to Delaware corporate law and
the laws of the State of New York that, in our experience, are applicable to
securities of the type covered by the Registration Statement and, to the extent
that judicial or regulatory orders or decrees or consents, approvals, licenses,
authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all of
the foregoing being referred to as "Opined on Law"). We do not express any
opinion with respect to the law of any jurisdiction other than Opined on Law or
as to the effect of any such non opined law on the opinions herein stated.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the Exchange Notes (in the form examined by us) have been duly
executed and authenticated in accordance with the terms of the Indenture and
have been delivered upon consummation of the Exchange Offer against receipt of
Original Notes surrendered in exchange therefor in accordance with the terms of
the Exchange Offer, the Exchange Notes and the Guarantees will constitute
binding obligations of the Company and each of the Guarantors, respectively,
enforceable against the Company and each of the Guarantors, respectively, in
accordance with their terms, except to the extent that enforcement thereof may
be limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights generally and (2) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity).
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" 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 Commission.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER &
FLOM LLP
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SCHEDULE I
GUARANTORS
Evergreen Air Center, Inc.
Evergreen Aircraft Sales & Leasing Co.
Evergreen Aviation Ground Logistics Enterprises, Inc.
Evergreen Equity Inc.
Evergreen Helicopters of Alaska, Inc.
Evergreen Helicopters, Inc.
Evergreen Helicopters International, Inc.
Evergreen Holdings, Inc.
Evergreen International Airlines, Inc.
Sys-tems LogistiX, Inc.
Trust created pursuant to the Trust Agreement, dated as of February 25, 1986, as
amended and restated pursuant to the Amended and Restated Trust Agreement, dated
as of August 31, 1987, as amended on August 31, 1988, and as amended and
restated pursuant to the Second Amended and Restated Trust Agreement, dated as
of September 29, 1995, as amended on May 8, 2003, among Evergreen International
Aviation Inc. (an assignee of Evergreen Holdings, Inc., as successor to 747,
Inc. and King, Christian Inc.) and Delford M. Smith, as beneficiaries, and
Wilmington Trust Company, not in its individual capacity, but solely as owner
trustee.
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