Attached files
EXHIBIT 5.1
ORRICK, HERRINGTON & SUTCLIFFE LLP THE ORRICK BUILDING 405 HOWARD STREET SAN FRANCISCO, CALIFORNIA 94105-2669
tel +1-415-773-5700 fax +1-415-773-5759
www.orrick.com | ||
March 8, 2010
Central Garden & Pet Company
1340 Treat Boulevard, Suite 600
Walnut Creek, CA 94597
Re: | $400,000,000 aggregate principal amount of 8.25% Senior Subordinated Notes due 2018 |
Ladies and Gentlemen:
We have acted as counsel to Central Garden & Pet Company, a Delaware corporation (the Company), and the subsidiaries of the Company listed on Schedule I hereto (each individually, a Covered Guarantor and collectively, the Covered Guarantors) and Schedule II hereto (each individually, a Non-Covered Guarantor and collectively, the Non-Covered Guarantors, and together with the Covered Guarantors, the Guarantors) in connection with the Registration Statement on Form S-3, File No. 333-161663, filed with the Securities and Exchange Commission (the Commission) on September 1, 2009 (the Registration Statement), and the related prospectus contained in the Registration Statement, as supplemented by the final Prospectus Supplement, dated February 25, 2010, filed with the Commission under its Rule 424(b) of the Securities Act of 1933 (together, the Prospectus) relating to (i) the issuance of $400,000,000 aggregate principal amount of 8.25% Senior Subordinated Notes due 2018 (the Notes) and the issuance by the Guarantors of guarantees (the Guarantees) with respect to the Notes. The Notes and the Guarantees will be issued under a base indenture, dated as of March 8, 2010 (the Base Indenture), among the Company, as issuer, and Wells Fargo Bank, National Association, as trustee, as supplemented by the First Supplemental Indenture, dated March 8, 2010 (the First Supplemental Indenture) among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee (together, with the Base Indenture, the Indenture). The Company is filing the Base Indenture, the First Supplemental Indenture, the form of the Guarantees and this opinion letter with the Commission as exhibits to a Current Report on Form 8-K.
We have examined the Registration Statement and the Indenture. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligations of the Trustee.
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We have assumed further that each Non-Covered Guarantor is validly existing under the law of its jurisdiction of organization and has duly authorized, executed and delivered the Indenture in accordance with its organizational documents and the law of its jurisdiction of organization.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. | When the Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture, the Notes will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms. |
2. | When (a) the Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms. |
Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), (iii) an implied covenant of good faith and fair dealing and (iv) to the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors rights.
In rendering the opinion set forth above, we have relied on (1) the opinion of Godfrey & Kahn, S.C., with respect to matters governed by the laws of the State of Wisconsin, (2) the opinion of the Law Office of Andrew M. Reed, with respect to matters governed by the laws of the State of Florida, (3) the opinion of Fennemore Craig, P.C., with respect to matters governed by the laws of the State of Arizona, (4) the opinion of Cline Williams Wright Johnson & Oldfather, L.L.P., with respect to matters governed by the laws of the State of Nebraska, (5) the opinion of Ulmer & Berne LLP, with respect to matters governed by the laws of the State of Ohio, (6) the opinion of Womble Carlyle Sandridge & Rice, PLLC, with respect to matters governed by the laws of the State of Georgia, and (7) the opinion of Winston & Strawn LLP, with respect to matters governed by the laws of the State of Illinois.
We do not express any opinion herein concerning any law other than the laws of the State of California, the State of New York, the State of Washington, the Delaware General Corporation Law and the Delaware Limited Liability Company Act (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus included in the
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Registration Statement. By giving this opinion we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 and the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
Orrick, Herrington & Sutcliffe LLP
Central Garden & Pet Company | ||||
March 8, 2010 | ||||
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Schedule I
Covered Guarantors
B2E Biotech LLC
B2E Corporation
Four Paws Products Ltd.
Grant Laboratories, Inc.
Interpet USA, LLC
Matson, LLC
Matthews Redwood & Nursery Supply, Inc.
New England Pottery, LLC
Pennington Seed, Inc.
T.F.H. Publications, Inc.
Wellmark International
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Schedule II
Non-
Covered Guarantors
All-Glass Aquarium Co., Inc (Wisconsin)
Cedar Works, LLC (Ohio)
Farnam Companies, Inc. (Arizona)
Gro Tec, Inc. (Georgia)
Gulfstream Home & Garden (Florida)
Kaytee Products, Incorporated (Wisconsin)
Pennington Seed, Inc. of Nebraska (Nebraska)
Pets International, Ltd. (Illinois)
Seeds West, Inc. (Arizona)