EX-5.1
Published on May 28, 2013
Exhibit 5.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
212-373-3000
212-757-3990
May 24, 2013
The Hillman Group, Inc.
10590 Hamilton Avenue
Cincinnati, Ohio 45231-1764
Registration Statement on Form S-4
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the Registration Statement) of The Hillman Group, Inc., a Delaware corporation (the Company), The Hillman Companies, Inc., a Delaware corporation and indirect parent of the Company, as a guarantor (the Parent Guarantor), the persons listed on Schedule I hereto (together with the Parent Guarantor, the Delaware Guarantors) and the other subsidiaries of the Company named therein as guarantors (together with the Delaware Guarantors, the Guarantors), filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the Act), and the rules and regulations thereunder (the Rules), you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of the Companys $65,000,000 aggregate principal amount of 10.875 % Senior Notes due 2018 (the Exchange Notes) and the guarantees of the Exchange Notes by the Guarantors (the Guarantees).
The Exchange Notes and the Guarantees are to be offered in exchange for the Companys outstanding $65,000,000 aggregate principal amount of 10.875 % Senior Notes due 2018 (the Initial Notes) and the guarantees of the Initial Notes by the Guarantors. The Exchange Notes and the Guarantees will be issued by the Company and the Guarantors, respectively, in accordance with the terms of the Indenture, dated as of May 28, 2010, as amended and supplemented by the First Supplemental Indenture thereto, dated as of December 29, 2010, the Second Supplemental Indenture thereto, dated as of April 1, 2011, the Third Supplemental Indenture thereto, dated as of February 5, 2013 and the Fourth Supplemental Indenture thereto, dated as of February 19, 2013 (as so amended and supplemented, the Indenture), among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the Documents):
1. the Registration Statement;
2. the Indenture, including as exhibits thereto the forms of Exchange Note and Guarantees, incorporated by reference as Exhibits 4.1, 4.2, 4.4, 4.6, 4.10 and 4.11 to the Registration Statement; and
3. the Registration Rights Agreement, dated as of December 21, 2012 (the Registration Rights Agreement), among the Company, the Guarantors listed on Schedule I thereto and Barclays Capital Inc., incorporated by reference as Exhibit 4.8 to the Registration Statement.
In addition, we have examined (i) such corporate records of the Company and each Delaware Guarantor that we have considered appropriate, including a copy of the certificate of incorporation, as amended, and by-laws, as amended, of the Company and each Delaware Guarantor, certified by the Company and each such Delaware Guarantor, respectively, as in effect on the date of this letter, and copies of resolutions of the board of directors or board of managers, as applicable, of the Company and each such Delaware Guarantor relating to the issuance of the Exchange Notes and the Guarantees, certified by the Company and each such Delaware Guarantor, respectively and (ii) such other certificates, agreements and documents as we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company and the Guarantors made in the Documents and upon certificates of public officials and the officers of the Company and the Guarantors.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, (i) that the Exchange Notes and the Guarantees will be issued as described in the Registration Statement, (ii) that the Exchange Notes and the Guarantees will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added, (iii) that each Guarantor not incorporated or organized in Delaware (each, a Non-Delaware Guarantor) is validly existing and in good standing under the laws of its jurisdiction of organization, (iv) that each Non-Delaware Guarantor has all necessary power and authority to execute, deliver and perform its obligations under the Indenture and the Guarantees, (v) the execution, delivery and performance of the Indenture and the Guarantees by the Non-Delaware Guarantors have been duly authorized by all necessary action and do not violate the articles of incorporation and by-laws or other applicable organizational documents of the Non-Delaware Guarantors or the laws of their respective jurisdictions of organization and (vi) the due execution and delivery of the Indenture and the Guarantees by the Non-Delaware Guarantors under the laws of their respective jurisdictions of organization.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that:
1. When duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Exchange Notes will be valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms, except that the enforceability of the Exchange Notes may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
2. When the Exchange Notes are duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture and the Registration Rights Agreement, the Guarantees will be valid and legally binding obligations of each of the Guarantors enforceable against each of the Guarantors in accordance with their terms, except that enforceability of the Guarantees may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors rights generally and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).
The opinions expressed above are limited to the laws of the State of New York, the Delaware Limited Liability Company Act and the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading Legal Matters contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
SCHEDULE I
Hillman Investment Company
SunSub C Inc.
Hillman Group GP1, LLC
Hillman Group GP2, LLC
Paulin Industries Inc.