Attached files
file | filename |
---|---|
8-K - 8-K - AMERICAN GREETINGS CORP | d259773d8k.htm |
EX-4.1 - EX-4.1 - AMERICAN GREETINGS CORP | d259773dex41.htm |
EX-1.1 - EX-1.1 - AMERICAN GREETINGS CORP | d259773dex11.htm |
Exhibit 5.1
JONES DAY
NORTH POINT 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114.1190
TELEPHONE: +1.216.586.3939 FACSIMILE: +1.216.579.0212
November 29, 2011
American Greetings Corporation
One American Road
Cleveland, Ohio 44144
Re: | $225,000,000 Aggregate Principal Amount of 7.375% Senior Notes due 2021 of American Greetings Corporation |
Ladies and Gentlemen:
We are acting as counsel for American Greetings Corporation, an Ohio corporation (the Company), in connection with the issuance and sale of $225,000,000 aggregate principal amount of 7.375% Senior Notes due 2021 of the Company (the Notes), pursuant to the Underwriting Agreement, dated November 16, 2011 (the Underwriting Agreement), entered into by and between the Company and J.P. Morgan Securities LLC, acting as representative of the several underwriters named therein (collectively, the Underwriters). The Notes will be issued pursuant to an indenture (the Base Indenture) to be entered into between the Company and The Bank of Nova Scotia Trust Company of New York, as trustee (the Trustee), as amended and supplemented by a supplemental indenture (the Supplemental Indenture) to be entered into between the Company and the Trustee (the Base Indenture, as so amended and supplemented by the Supplemental Indenture, the Indenture).
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Notes, when they are executed by the Company and authenticated by the Trustee in accordance with the Indenture and issued and delivered to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company.
For purposes of the opinion expressed herein, we have assumed that (i) the definitive terms of the Notes will be established in accordance with the provisions of the Indenture and (ii) the Trustee will authorize, execute and deliver the Base Indenture and the Supplemental Indenture, and the Indenture will be the valid, binding and enforceable obligation of the Trustee.
ALKHOBAR ATLANTA BEIJING BOSTON BRUSSELS CHICAGO CLEVELAND COLUMBUS DALLAS DUBAI
FRANKFURT HONG KONG HOUSTON IRVINE JEDDAH LONDON LOS ANGELES MADRID MEXICO CITY
MILAN MOSCOW MUNICH NEW DELHI NEW YORK PARIS PITTSBURGH RIYADH SAN DIEGO
SAN FRANCISCO SÃO PAULO SHANGHAI SILICON VALLEY SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON
JONES DAY
American Greetings Corporation
November 29, 2011
Page 2
The opinion expressed herein is limited by bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors rights generally, and by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.
The opinion expressed herein is limited to the laws of the State of New York and the laws of the State of Ohio, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement on Form S-3, as amended (Registration No. 333-177986) (the Registration Statement), filed by the Company to effect the registration of the Notes under the Securities Act of 1933 (the Act) and to the reference to Jones Day under the caption Legal Matters in the prospectus constituting a part of such Registration Statement. In giving such 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 Securities and Exchange Commission promulgated thereunder.
Very truly yours, | ||
/s/ Jones Day |