EXHIBIT 5.15
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OUR REF: MPD DIRECT LINE: 020 7919 1338
YOUR REF:
To: (1) ▇▇▇▇▇ Business Forms Holdings 26 SEPTEMBER 2003
U.K. Limited
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(2) ▇▇▇▇▇ Response Marketing
Limited
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(3) ▇▇▇▇▇ Business Forms Limited
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((1) to (3) (inclusive) above, each a "COMPANY" and together the "COMPANIES")
Dear Sirs
▇▇▇▇▇▇▇▇ DATED AS OF SEPTEMBER 18, 2003
1. INTRODUCTION
In our capacity as English solicitors to the Companies, we have been
asked to give an opinion in connection with the Guaranty dated as of
September 18, 2003 (the "GUARANTY") given by each of the Companies
pursuant to an indenture dated as of 14 March 2003 between, amongst
others, ▇▇▇▇▇ North America Finance, Inc. as issuer (the "ISSUER") and
Bank One, N.A., as trustee (the "TRUSTEE"), as supplemented, amended,
modified or restated by the Supplemental Indenture dated as of 15
March 2003 (being the Release Date Supplemental Indenture) between the
Issuer, the New Guarantors (as defined therein, and including the
Companies) and the Trustee and the Second Supplemental Indenture dated
as of September 18, 2003 between the
This is a legal communication not a financial communication. Neither this nor
any other communication from this firm is intended to be, or should be
construed as, an invitation or inducement (direct or indirect) to any person to
engage in investment activity.
The following information is provided in accordance with the Solicitors'
Financial Services (Conduct of Business) Rules 2001. The provision of our legal
services may relate to investments. We are not authorised by the Financial
Services Authority, but we can undertake certain activities in relation to
investments which are limited in scope and incidental to our legal services or
which may reasonably be regarded as a necessary part of our legal services. We
are regulated by the Law Society. If for any reason we are unable to resolve a
problem between us and a client, our client may utilise the complaints and
redress scheme operated by the Law Society.
A list of partners' names is open to inspection at the above address.
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Issuer, the Guarantors (as defined therein, and including the
Companies) and the Trustee (the "INDENTURE").
2. DOCUMENTS
For the purpose of giving this opinion we have examined the following
documents:
(a) an executed copy of the Guaranty;
(b) unexecuted copies of the documents constituting the
Indenture and an executed copy of the registration rights
agreement dated March 14, 2003 between, among others, the
Issuer and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Registration Rights
Agreement");
(a) a copy of the memorandum of association and articles of
association of each Company, certified as being true and
correct copies as at 25 September 2003 by a director of the
relevant Company;
(b) a copy of the unanimous written resolutions of the directors
of each Company approving, inter alia, the execution of the
Guaranty, certified as being true and correct as at 25
September 2003 by a director of the relevant Company;
(c) a copy of the unanimous written resolutions of the sole
shareholder of each Company passed pursuant to Section 381A
of the Companies Act 1985 approving, inter alia, the
execution of the Guaranty, certified as being true and
correct as at 25 September 2003 by a director of the relevant
Company; and
(d) our agent's report following their search on 25 September
2003 of the public records of each Company on file and
available for inspection by the public at the Companies
Registry.
Except as stated above, we have not examined any documents entered
into by or affecting the Companies or any corporate records of the
Companies and have not made any other enquiries concerning the
Companies.
3. ASSUMPTIONS
For the purpose of this opinion, we have assumed (without making any
investigation) that:
(a) all documents submitted to us as originals are authentic;
(b) all documents submitted to us as copies of originals are
complete and conform to the original documents;
(c) all signatures and seals on the documents submitted to us are
genuine;
(d) there have been no amendments to the memorandum of
association or the articles of association of the Companies
in the form examined by us;
(e) the Guaranty has been executed by the persons authorised to
execute the same on behalf of each Company by the resolutions
of the board of directors of the relevant Company referred to
in paragraph 2(d) above (and that such persons are Officers
within the meaning of the Indenture) and the Guaranty has been
duly delivered by or on behalf of each Company;
(f) (i) the resolutions of the board of directors and of the
sole shareholder of each Company referred to in
paragraphs 2(d) and 2(e) above were duly passed by
duly appointed directors of the relevant Company or
the sole shareholder (as
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the case may be) and have not been amended or
rescinded and are in full force and effect; and
(ii) due disclosure had been made by each director of
each Company of any interest he or she might have in
the transactions to which the Guaranty relates in
accordance with the provisions of Section 317 of the
Companies Act 1985 and the articles of association
of the relevant Company;
(g) the Guaranty was entered into by each Company in good faith,
and for the purpose of carrying on its business and at the
time that the Guaranty was entered into:
(i) there were reasonable grounds for believing that the
transactions to which the Guaranty relates would
benefit each of the Companies and the execution and
delivery by it of the Guaranty, and the exercise of
its rights and performance of its obligations
thereunder, would materially benefit it; and
(ii) none of the Companies was at that time unable to pay
its debts within the meaning of Section 123 of the
Insolvency Act 1986 (for which purpose account is to
be taken of contingent and prospective liabilities)
and has not become so unable to pay its debts in
consequence of entering into or performing its
obligations under the Guaranty;
(h) none of the Companies has passed a voluntary winding-up
resolution, and no petition has been presented or order made
by a court for the winding-up, dissolution or administration
of any of the Companies and no receiver, trustee,
administrator, administrative receiver or similar officer has
been appointed in relation to any of the Companies or any of
their respective assets or revenues and that the information
disclosed in the company searches and other searches referred
to in this letter was correct and complete and remains
correct and complete as at the date of this letter;
(i) all parties (other than the Companies) had the capacity,
power and authority to enter into the Guaranty, the Guaranty
was duly authorised, executed and delivered by such parties
and the obligations of all parties under any applicable law
other than English law and of all parties to the Guaranty
(other than the Companies) under English law are valid,
legally binding and enforceable;
(j) (without limiting paragraph 3(i)) the Guaranty creates valid,
legally binding and enforceable obligations under the laws of
the State of New York by which each is expressed to be
governed;
(k) all parties had the capacity, power and authority to enter
into the Indenture and the Registration Rights Agreement, the
Indenture and the Registration Rights Agreement were duly
authorised, executed and delivered by all parties and the
obligations of all parties under the Indenture and the
Registration Rights Agreement under all applicable laws are
valid, legally binding and enforceable;
(1) none of the parties is or will be seeking to achieve any
purpose not apparent from the Guaranty or the Indenture or the
Registration Rights Agreement which might render the Guaranty
or the Indenture or the Registration Rights Agreement illegal
or void and that none of the proceeds of the issue of the
Notes were or will be used for the purpose of financing or
refinancing an acquisition of shares in contravention of
section 151 of the Companies Act 1985;
(m) there are no provisions of the laws of any jurisdiction
outside England which would have any implication for the
opinions we express and that, insofar as the laws of any
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jurisdiction outside England may be relevant, such laws have
been or will be complied with;
(n) the choice of the laws of the State of New York to govern the
Guaranty was freely made in good faith by the parties thereto
and there is no reason for avoiding such choice on the
grounds of public policy;
(o) none of the provisions of the Guaranty, the Registration
Rights Agreement or the Indenture (in particular Sections
10.04 and 10.06 of the Indenture) constitute the creation of
security over the assets of any of the Companies; and
(p) there is nothing in any document referred to in the Indenture
or the Registration Rights Agreement (other than the Guaranty
itself) which would have any implication for the opinions we
express.
We have made such examination of the laws of England as currently
applied by English courts as in our judgment is necessary for the
purpose of this opinion. We do not purport to be qualified to express
an opinion, and we express no opinion in this letter, as to the laws
of any jurisdiction other than England. We do not express any opinion
on European Community law as it affects any jurisdiction other than
England and Wales. The opinions given herein are strictly limited to
the matters stated in paragraph 4 below and do not extend to any other
matters.
This opinion is governed by and shall be construed in accordance with
English law.
4. OPINIONS
Based upon and subject to the assumptions and qualifications set out
in this opinion and having regard to such legal considerations as we
have deemed relevant and subject to any matters not disclosed to us,
we are of the opinion that:
(a) each Company is a company duly incorporated under the laws of
England as a private limited liability company;
(b) each Company has corporate power to enter into and perform
its obligations under the Guaranty;
(c) each Company has taken all necessary corporate action to
authorise the execution and delivery of the Guaranty by it
and the performance of its obligations thereunder;
(d) the Guaranty has been duly executed and delivered by each
Company; and
(e) the obligations of each Company contained in the Guaranty
constitute valid, legally binding and enforceable obligations
of that Company under the laws of England, to the extent that
such laws apply thereto.
As used above, "enforceable" means that the relevant document is of a
type and form enforced by the English courts. It does not mean that
each obligation or document will be enforced in accordance with its
terms or in every circumstance or in foreign jurisdictions or by or
against third parties or that any particular remedy will be available.
It also does not address the extent to which a judgment obtained in a
court outside England will be enforceable in England.
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5. QUALIFICATIONS
The opinions expressed in this letter are subject to the following
qualifications:
(a) the opinion expressed in paragraph 4(a) that each Company is
a company duly incorporated under English law is based on the
assumption set out in paragraph 3(h) and otherwise solely
upon our agent's search of the public records of each Company
on file and available for inspection by the public at the
Companies Registry on 25 September 2003. Without limiting the
generality of that assumption, it should be noted that:
(i) a search at the Companies Registry is not capable of
revealing whether or not a winding-up petition or a
petition for the making of an administration order
has been presented; and
(ii) notice of a winding-up order or resolution, notice
of an administration order and notice of the
appointment of a receiver may not be filed at the
Companies Registry immediately and there may be a
delay in the relevant notice appearing on the file
of the company concerned;
(b) the validity and enforcement of the Guaranty may be limited
by statutes of limitation, lapse of time and by laws relating
to bankruptcy, insolvency, liquidation, administration,
arrangement, moratorium or re-organisation or other laws
relating to or affecting generally the enforcement of the
rights of creditors, and claims may be or become subject to
set-off or counterclaim;
(c) equitable remedies, such as injunction and specific
performance, are discretionary and may not be awarded by the
English courts; in particular, such remedies may not be
available where damages are considered to be an adequate and
appropriate remedy;
(d) an English court may stay proceedings or decline to accept
jurisdiction if concurrent proceedings are pending or being
brought elsewhere or if it decides that another jurisdiction
is a more appropriate forum;
(e) the obligations of the Companies under the Guaranty to pay,
or to guarantee payment of, interest on overdue amounts at a
rate higher than the rate before the amount fell due may be
construed by an English court as being a penalty and, if so
construed, would not be enforceable;
(f) a provision that a calculation, determination or certificate
will be conclusive and binding will not apply to a
calculation, determination or certificate which is given
unreasonably, arbitrarily or without good faith or which is
fraudulent or manifestly inaccurate and will not necessarily
prevent judicial enquiry into the merits of any claim;
(g) failure to exercise a right may operate as a waiver of that
right notwithstanding a provision to the contrary;
(h) we express no opinion on any provision in the Guaranty
requiring written amendments and waivers thereof insofar as
it suggests that oral or other modifications, amendments or
waivers could not be effectively agreed upon or granted by or
between the parties;
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(i) where any party to the Guaranty is vested with a discretion
or may determine a matter in its opinion, courts in England
may require that such a discretion be exercised reasonably or
that such an opinion be based on reasonable grounds;
(j) an English court may refuse to give effect to any of the
undertakings to pay costs made by the Companies under the
Guaranty and may not award by way of costs all of the
expenditure incurred by a successful litigant in proceedings
brought before the court, and an undertaking by any party to
the Guaranty to bear any indemnity in respect of any taxes or
duties might not be enforceable in respect of United Kingdom
stamp duties, pursuant to section 117 of the Stamp Act 1891,
if such were imposed in the future;
(k) we express no opinion as to whether any provision in the
Guaranty conferring a right of set-off or similar right would
be effective against a liquidator, administrator or creditor;
(1) the question of whether or not any provisions of the Guaranty
which may be invalid on account of illegality or otherwise
may be severed from the other provisions thereof in order to
save those other provisions would be determined by an English
court in its discretion;
(m) while we believe that the English courts would give a
judgment expressed and enforceable in United States dollars
in respect of any amount due under the Guaranty, we express
no opinion on the effectiveness of the currency indemnity
contained therein;
(n) where an obligation is to be performed or observed or is
based upon a matter arising in a jurisdiction outside England
or is governed by the laws of a jurisdiction outside England,
such obligation may not be enforced under English law if the
same would be unlawful, unenforceable or contrary to public
policy or exchange control regulations under the laws of such
jurisdiction;
(o) we express no opinion on the accuracy or completeness of any
statements or warranties of fact set out in the Guaranty,
which statements and warranties we have not independently
verified.
This opinion is given for your sole benefit in connection with the Guaranty and
Indenture and is limited to the matters stated herein and no opinion is implied
or may be inferred beyond the matters expressly stated. This opinion is not to
be disclosed to any other person nor is it to be relied upon by any other
person or for any other purpose or quoted or referred to in any public document
without our prior written consent provided that we hereby consent to:-
(i) the use of our opinion as herein set forth as an exhibit to any
registration statement in the framework of the registration of the USD403
million aggregate principal amount of 7 7/8% Senior Notes due 2011 of the Issuer
and to the use of our name under the caption "Validity of the Exchange Notes"
in the prospectus forming a part of such registration statement. In giving this
consent, we do not hereby admit that we come within the category of persons
whose consent is required under Section 7 of the United States Securities Act
of 1933, as amended, or the rules and regulations of the United States
Securities and Exchange Commission promulgated thereunder or Item 509 of
Regulation S-K; and
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(ii) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Issuer, relying upon this
opinion for the purposes of the opinion such firm will provide to the Trustee
under Section 12.04 (Certificate and Opinion as to Conditions Precedent) of the
Indenture.
Yours faithfully
/s/ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
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