1
EXHIBIT 5.1
SHEREFF, FRIEDMAN, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇-▇▇▇▇
----------
TELEPHONE (▇▇▇) ▇▇▇-▇▇▇▇
FACSIMILE (▇▇▇) ▇▇▇-▇▇▇▇
TELEX 237328
August 29, 1997
Safety Components International, Inc. and the
Guarantors listed on Annex A attached hereto
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Gentlemen:
Safety Components International, Inc., a Delaware corporation (the
"Company") and the Guarantors listed on Annex A attached hereto (the
"Guarantors"), are transmitting for filing with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-4 (the
"Registration Statement"), for the purpose of registering the Company's offer to
exchange (the "Exchange Offer") $90,000,000 aggregate principal amount of the
Company's 10 1/8% Senior Subordinated Notes due 2007, Series B (the "Exchange
Notes") for a like principal amount of the Company's outstanding 10 1/8% Senior
Subordinated Notes due 2007, Series A (the "Old Notes," together with the
Exchange Notes, the "Notes"). The Old Notes have been, and the Exchange Notes
will be, issued pursuant to the Indenture (the "Indenture") dated as of July 24,
1997 by and among the Company, the Guarantors and IBJ ▇▇▇▇▇▇▇▇ Bank & Trust
Company as trustee. The Registration Statement also registers the guarantees of
the Exchange Notes by the Guarantors (the "New Guarantees"). This opinion is an
exhibit to the Registration Statement. Any capitalized terms used but not
defined herein shall have the respective meanings ascribed to such terms in the
Registration Statement.
We have from time to time acted as special securities counsel to the
Company and the Guarantors in connection with certain corporate and securities
matters, and in such capacity we have participated in various corporate and
other proceedings taken by or on behalf of the Company and the Guarantors in
connection with the Exchange Offer and the New Guarantees by the Company and the
Guarantors, respectively, as contemplated by the Registration Statement.
2
Safety Components International, Inc..
Guarantors listed on Annex A attached hereto
August 29, 1997
Page 2
We have examined copies (in each case signed, certified or otherwise proven to
our satisfaction to be genuine) of the Company and the Guarantors' respective
Certificates of Incorporation with all amendments thereto, By-Laws of the
Company and each of the Guarantors as presently in effect, minutes and other
instruments evidencing actions taken by their respective directors and
stockholders, the Registration Statement and exhibits thereto, the Indenture,
the Notes, the Purchase Agreement, the Registration Rights Agreement and such
other documents and instruments relating to the Company, the Guarantors and the
Exchange Offer as we have deemed necessary under the circumstances.
We note that we are members of the Bar of the State of New York and
insofar as this opinion may involve the laws of the State of Delaware, our
opinion is based solely upon our reading of the Delaware General Corporation law
as reported in the ▇▇▇▇▇▇▇▇-▇▇▇▇ Corporation Law Service, provided, however,
that our opinion as to the due incorporation, valid existence and good standing
of the Company and each of the Guarantors in Delaware is based solely upon a
Certificate of Good Standing obtained from the Secretary of State of the State
of Delaware for the Company and each of the respective Guarantors. Whether or
not expressly stated in the opinion below, the conclusions set forth below are
expressed with respect to the laws of the State of New York, the Delaware
General Corporation Law (subject to the immediately preceding sentence) and the
federal laws of the United States of America, and we express no opinion as to
the applicability or effect of the laws of any other jurisdiction upon the
conclusions set forth below. We express no opinion as to the application of the
securities or "blue sky" laws of any state, including the State of Delaware or
New York, to the offer and/or sale of the Securities.
We express no opinion with respect to the effectiveness or
enforceability against third parties of the New Guarantees. In addition, our
opinions in paragraphs 2 through 4, with respect to the legality, validity,
binding nature and enforceability, as the case may be, of the Indenture is
limited by, or subject to the following clauses (a) through (g):
(a) The effect of applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization and similar laws affecting
the enforcement of creditors' rights and remedies generally;
(b) General principles of equity and the discretion of the court
before which any proceeding for enforceability may be brought,
including principles of commercial reasonableness, good faith and
fair dealing (regardless of whether such enforceability is
considered in a proceeding at law or in equity);
(c) The unenforceability under certain circumstances, under state or
federal law or court decisions, of provisions providing for the
indemnification of or
3
Safety Components International, Inc..
Guarantors listed on Annex A attached hereto
August 29, 1997
Page 3
contribution to, or prospective release of, a party with respect to
a liability (x) where such indemnification or contribution is
contrary to public policy or federal or state securities laws or (y)
for its own negligent or wrongful acts;
(d) The unenforceability under certain circumstances, under state or
federal law or court decisions, of provisions that purport to
establish (or may be construed to establish) evidentiary standards;
(e) The unenforceability under certain circumstances, under state or
federal law or court decisions, of provisions expressly or by
implication waiving broadly or vaguely stated rights, unknown future
rights, defenses to obligations or rights granted by law or statute,
where such waivers are against public policy or prohibited by law;
(f) The unenforceability under certain circumstances of provisions
to the effect that rights or remedies are not exclusive, that every
right or remedy is cumulative and may be exercised in addition to or
with any other right or remedy, that election of a particular remedy
or remedies does not preclude recourse to one or more other
remedies, that any right or remedy may be exercised without notice,
or that failure to exercise or delay in exercising rights or
remedies will not operate as a waiver of any such right or remedy;
and
(g) The unenforceability of provisions providing for the payment of
interest if the rate provided for therein would constitute usury
under the laws of the State of New York.
Based on the foregoing, it is our opinion that:
1. The Company and each of the Guarantors has been duly incorporated
and is validly existing and in good standing under the laws of the State of
Delaware.
2. The Indenture has been duly executed and delivered by the Company
and each of the Guarantors and constitutes the legal, valid and binding
obligations of the Company and each of the Guarantors, enforceable against the
Company and each of the Guarantors in accordance with its terms.
3. The Exchange Notes (substantially in the form filed as an exhibit
to the Registration Statement) have been duly authorized by the Company and when
executed in accordance with the terms of the Indenture and delivered in exchange
for the Old Notes in
4
Safety Components International, Inc..
Guarantors listed on Annex A attached hereto
August 29, 1997
Page 4
accordance with the terms of the Exchange Offer, the Exchange Notes will
constitute, the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms.
4. The New Guarantees have been duly authorized by each of the
respective Guarantors, and when executed by each of the respective Guarantors in
accordance with the terms of the Indenture and delivered in exchange for the Old
Notes and the Guarantees of the Old Notes in accordance with the terms of the
Exchange Offer, the New Guarantees will constitute, the legal, valid and binding
obligations of each of the respective Guarantors, enforceable against each of
the respective Guarantors in accordance with their respective terms.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and as an exhibit to any application under the securities
or other laws of any state of the United States or any foreign jurisdiction
which relates to the offering which is the subject of this opinion, and to the
references to this firm appearing under the heading "Legal Matters" in the
Prospectus that is contained in the Registration Statement.
This opinion is as of the date hereof, is limited to the law in
effect as of the date hereof, and we undertake no obligation to advise you of
any change, whether legal or factual, in any matter set forth herein. This
opinion is furnished to you in connection with the filing of the Registration
Statement, and is not to be used, circulated, quoted or otherwise relied upon
for any other purposes, except as expressly provided in the preceding paragraph.
Very truly yours,
/s/ SHEREFF, FRIEDMAN, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇,LLP
---------------------------------------------
SHEREFF, FRIEDMAN, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP
SFH&G:RAG:JSH:MG
5
ANNEX A
LIST OF GUARANTORS
Galion, Inc.
Valentec Systems, Inc.
ASCI Holdings Germany (DE), Inc.
ASCI Holdings Mexico (DE), Inc.
ASCI Holdings UK (DE), Inc.
ASCI Holdings Czech (DE), Inc.
ASCI Holdings Asia (DE), Inc.
Automotive Safety Components International, Inc.
Valentec International Corporation
Safety Components Fabric Technologies, Inc.