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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/04/13 VWR International, LLC S-4 141:20M Donnelley … Solutions/FA VWR Funding, Inc. VWR, Inc. VWR Management Services, LLC Anachemia Chemicals, LLC Amresco, LLC Anachemia Mining, LLC Sovereign Scientific, LLC BioExpress, LLC |
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 2.60M
Business-Combination Transaction
2: EX-3.1(B) Articles of Incorporation/Organization or Bylaws HTML 42K
3: EX-3.1(C) Articles of Incorporation/Organization or Bylaws HTML 104K
4: EX-3.1(G) Articles of Incorporation/Organization or Bylaws HTML 58K
5: EX-3.1(H) Articles of Incorporation/Organization or Bylaws HTML 53K
6: EX-3.1(I) Articles of Incorporation/Organization or Bylaws HTML 55K
7: EX-3.2(C) Articles of Incorporation/Organization or Bylaws HTML 63K
8: EX-3.2(D) Articles of Incorporation/Organization or Bylaws HTML 63K
9: EX-3.2(I) Articles of Incorporation/Organization or Bylaws HTML 63K
10: EX-3.2(J) Articles of Incorporation/Organization or Bylaws HTML 55K
11: EX-3.2(K) Articles of Incorporation/Organization or Bylaws HTML 73K
12: EX-4.2(C) Instrument Defining the Rights of Security Holders HTML 68K
13: EX-5.1 Opinion of Counsel re: Legality HTML 55K
14: EX-5.2 Opinion of Counsel re: Legality HTML 62K
15: EX-5.3 Opinion of Counsel re: Legality HTML 50K
16: EX-5.4 Opinion of Counsel re: Legality HTML 56K
18: EX-21.1 Subsidiaries List HTML 59K
19: EX-23.5 Consent of Experts or Counsel HTML 41K
20: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1 HTML 133K
or T-2
21: EX-99.1 Miscellaneous Exhibit HTML 146K
22: EX-99.2 Miscellaneous Exhibit HTML 48K
23: EX-99.3 Miscellaneous Exhibit HTML 52K
24: EX-99.4 Miscellaneous Exhibit HTML 62K
17: EX-12.1 Statement re: Computation of Ratios HTML 56K
99: R1 Document and Entity Information HTML 55K
77: R2 Consolidated Balance Sheets HTML 152K
94: R3 Consolidated Balance Sheets (Parenthetical) HTML 56K
103: R4 Consolidated Statements of Operations HTML 88K
129: R5 Consolidated Statements of Comprehensive Income or HTML 97K
Loss
80: R6 Consolidated Statements of Stockholders' Equity HTML 78K
93: R7 Consolidated Statements of Cash Flows HTML 180K
71: R8 Background and Nature of Operations HTML 48K
60: R9 Summary of Significant Accounting Policies HTML 79K
131: R10 New Accounting Standards HTML 50K
105: R11 Goodwill and Other Intangible Assets, net HTML 117K
104: R12 Acquisitions HTML 67K
111: R13 Impairments of Goodwill and Intangible Assets HTML 51K
112: R14 Property and Equipment HTML 57K
109: R15 Accrued Expenses HTML 54K
113: R16 Debt HTML 124K
95: R17 Income Taxes HTML 128K
100: R18 Benefit Programs HTML 193K
107: R19 Share-Based Compensation HTML 68K
140: R20 Financial Instruments and Fair Value Measurements HTML 142K
122: R21 Comprehensive Income or Loss HTML 76K
87: R22 Commitments and Contingencies HTML 71K
106: R23 Transactions with Related Parties HTML 49K
90: R24 Segment Financial Information HTML 101K
50: R25 Quarterly Financial Information HTML 71K
123: R26 Condensed Consolidating Financial Information HTML 429K
136: R27 Valuation and Qualifying Accounts HTML 63K
65: R28 Summary of Significant Accounting Policies HTML 168K
(Policies)
64: R29 Summary of Significant Accounting Policies HTML 55K
(Tables)
69: R30 Goodwill and Other Intangible Assets, net (Tables) HTML 124K
70: R31 Acquisitions (Tables) HTML 48K
72: R32 Property and Equipment (Tables) HTML 58K
39: R33 Accrued Expenses (Tables) HTML 51K
120: R34 Debt (Tables) HTML 86K
84: R35 Income Taxes (Tables) HTML 127K
88: R36 Benefit Programs (Tables) HTML 201K
55: R37 Share-Based Compensation (Tables) HTML 47K
139: R38 Financial Instruments and Fair Value Measurements HTML 137K
(Tables)
31: R39 Comprehensive Income or Loss (Tables) HTML 75K
74: R40 Commitments and Contingencies (Tables) HTML 58K
127: R41 Segment Financial Information (Tables) HTML 97K
52: R42 Quarterly Financial Information (Tables) HTML 68K
63: R43 Condensed Consolidating Financial Information HTML 434K
(Tables)
68: R44 Background and Nature of Operations - Additional HTML 46K
Information (Detail)
78: R45 Summary of Significant Accounting Policies - HTML 63K
Additional Information (Detail)
38: R46 Summary of Significant Accounting Policies - HTML 47K
Foreign Currency Exchange Gains and Losses
Included in Other Income (Expense), Net (Detail)
59: R47 Summary of Significant Accounting Policies - HTML 47K
Percentage of Inventories Determined Using LIFO
Method (Detail)
33: R48 Summary of Significant Accounting Policies - Total HTML 46K
Advertising Expense, Including Amortization of
Capitalized Direct-Response Advertising Costs
(Detail)
125: R49 Goodwill and Other Intangible Assets, net - HTML 65K
Changes in Carrying Value of Goodwill by Segment
(Detail)
51: R50 Goodwill and Other Intangible Assets, net - Gross HTML 60K
Amount of Goodwill and Accumulated Impairment
Losses by Segment (Detail)
121: R51 Goodwill and Other Intangible Assets, net - HTML 70K
Components of Other Intangible Assets (Detail)
56: R52 Goodwill and Other Intangible Assets, net - HTML 57K
Additional Information (Detail)
75: R53 Goodwill and Other Intangible Assets, net - HTML 47K
Amortization Expense (Detail)
32: R54 Goodwill and Other Intangible Assets, net - HTML 60K
Schedule of Estimated Amortization Expense
(Detail)
35: R55 Acquisitions - Additional Information (Detail) HTML 53K
67: R56 Acquisitions - Supplemental Pro-forma Financial HTML 46K
Information of Acquisitions (Detail)
43: R57 Impairments of Goodwill and Intangible Assets - HTML 79K
Additional Information (Detail)
132: R58 Property and Equipment - Property and Equipment, HTML 58K
Net (Detail)
82: R59 Property and Equipment - Depreciation Expense HTML 45K
(Detail)
110: R60 Accrued Expenses - Components of Accrued Expenses HTML 80K
(Detail)
58: R61 Accrued Expenses - Additional Information (Detail) HTML 56K
61: R62 Debt - Additional Information (Detail) HTML 259K
118: R63 Debt - Carrying Value of Debt Obligations (Detail) HTML 58K
114: R64 Debt - Summary of Principal Maturities of Debt HTML 95K
(Detail)
86: R65 Income Taxes - Components of Income (Loss) Before HTML 54K
Income Taxes (Detail)
116: R66 Income Taxes - Components of Income Tax HTML 89K
(Provision) Benefit (Detail)
57: R67 Income Taxes - Additional Information (Detail) HTML 92K
91: R68 Income Taxes - (Provision) Benefit for Income HTML 74K
Taxes in Accompanying Statements of Operations
(Detail)
135: R69 Income Taxes - Deferred Tax Assets and Liabilities HTML 121K
(Detail)
34: R70 Income Taxes - Classification of Deferred Income HTML 63K
Taxes in Consolidated Balance Sheets (Detail)
49: R71 Income Taxes - Changes in Reserve Associated with HTML 62K
Uncertain Tax Positions (Detail)
76: R72 Benefit Programs - Additional Information (Detail) HTML 69K
41: R73 Benefit Programs - Change in Benefit Obligation, HTML 110K
Change in Plan Assets, and Reconciliation of
Funded Status (Detail)
138: R74 Benefit Programs - Amounts Recognized in HTML 62K
Consolidated Balance Sheet (Detail)
53: R75 Benefit Programs - Schedule of Net Periodic HTML 63K
Pension Income (Detail)
44: R76 Benefit Programs - Net Actuarial Losses Included HTML 47K
in Other Comprehensive Income or Loss (Detail)
48: R77 Benefit Programs - Schedule of Assumptions Used in HTML 62K
Determining Net Periodic Pension and Projected
Benefit Obligation (Detail)
36: R78 Benefit Programs - Schedule of Fair Value of Plan HTML 72K
Assets (Detail)
40: R79 Benefit Programs - Schedule of Estimated Benefits HTML 59K
Expected to be Paid (Detail)
101: R80 Benefit Programs - Expenses Incurred Under HTML 53K
Union-Sponsored Plans (Detail)
46: R81 Benefit Programs - Accumulated Postretirement HTML 60K
Benefit Obligation and Weighted Average Discount
Rate Used in Determining Accumulated Benefit
Obligation (Detail)
133: R82 Share-Based Compensation - Additional Information HTML 96K
(Detail)
73: R83 Share-Based Compensation - Carrying Value of HTML 50K
Redeemable Equity Units (Detail)
108: R84 Financial Instruments and Fair Value Measurements HTML 61K
- Information about Financial Assets and
Liabilities Measured at Fair Value on Recurring
Basis (Detail)
115: R85 Financial Instruments and Fair Value Measurements HTML 52K
- Carrying Amounts and Estimated Fair Values of
Debt Instruments (Detail)
45: R86 Financial Instruments and Fair Value Measurements HTML 78K
- Additional Information (Detail)
47: R87 Financial Instruments and Fair Value Measurements HTML 56K
- Derivative Instruments in Statement of Financial
Position at Fair Value (Detail)
130: R88 Financial Instruments and Fair Value Measurements HTML 54K
- Cash Flow Hedges Included in Accumulated Other
Comprehensive Income (Loss) (Detail)
42: R89 Financial Instruments and Fair Value Measurements HTML 51K
- Balance Sheet Classification, Fair Value and
Income Statement Classification of Derivative
Instruments Not Designated as Hedging Instruments
(Detail)
102: R90 Financial Instruments and Fair Value Measurements HTML 77K
- Non-Financial Assets Measured on Non-Recurring
Basis and Impairment Charges Recognized (Detail)
98: R91 Comprehensive Income or Loss - Income Tax Effects HTML 60K
of Components of Comprehensive Income or Loss
(Detail)
119: R92 Comprehensive Income or Loss - Changes in HTML 106K
Components of Accumulated Other Comprehensive
Income or Loss, Net of Tax (Detail)
97: R93 Commitments and Contingencies - Additional HTML 75K
Information (Detail)
81: R94 Commitments and Contingencies - Schedule of Rent HTML 45K
Expense (Detail)
124: R95 Commitments and Contingencies - Schedule of Future HTML 98K
Minimum Lease Payments (Detail)
79: R96 Transactions with Related Parties - Additional HTML 56K
Information (Detail)
54: R97 Segment Financial Information - Additional HTML 47K
Information (Detail)
89: R98 Segment Financial Information - Segment Financial HTML 88K
Information (Detail)
83: R99 Segment Financial Information - Net Sales, HTML 68K
Long-Lived Assets and Total Assets by Geographic
Area (Detail)
66: R100 Quarterly Financial Information - Schedule of HTML 72K
Quarterly Financial Information (Detail)
141: R101 Quarterly Financial Information - Additional HTML 45K
Information (Detail)
117: R102 Condensed Consolidating Financial Information - HTML 45K
Additional Information (Detail)
96: R103 Condensed Consolidating Financial Information - HTML 182K
Condensed Consolidating Balance Sheet (Detail)
37: R104 Condensed Consolidating Financial Information - HTML 130K
Condensed Consolidating Statement of Operations
(Detail)
126: R105 Condensed Consolidating Financial Information - HTML 56K
Condensed Consolidating Statement of Operations
(Parenthetical) (Detail)
134: R106 Condensed Consolidation Financial Information - HTML 136K
Condensed Consolidating Statement of Comprehensive
Income or Loss (Detail)
128: R107 Condensed Consolidating Financial Information - HTML 129K
Condensed Consolidating Statement of Cash Flows
(Detail)
92: R108 Schedule II - Valuation and Qualifying Accounts HTML 56K
(Detail)
137: XML IDEA XML File -- Filing Summary XML 207K
62: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 3.14M
25: EX-101.INS XBRL Instance -- vwr-20121231 XML 4.51M
27: EX-101.CAL XBRL Calculations -- vwr-20121231_cal XML 388K
28: EX-101.DEF XBRL Definitions -- vwr-20121231_def XML 1.71M
29: EX-101.LAB XBRL Labels -- vwr-20121231_lab XML 2.25M
30: EX-101.PRE XBRL Presentations -- vwr-20121231_pre XML 1.94M
26: EX-101.SCH XBRL Schema -- vwr-20121231 XSD 380K
85: ZIP XBRL Zipped Folder -- 0001193125-13-142282-xbrl Zip 357K
| EX-5.3 |
Exhibit 5.3
VWR Funding, Inc.
Radnor Corporate Center
Building One, Suite 200
100 Matsonford Road
P.O. Box 6660
Radnor, PA
Re: Registration Statement of VWR Funding, Inc.
Ladies and Gentlemen:
Reference is made to the Registration Statement (the “Registration Statement”) on Form S-4 filed by VWR Funding, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on April 4, 2013 in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and exchange by the Company (the “Exchange Offer”) of up to $750,000,000 aggregate principal amount of the Company’s 7.25% Senior Notes due 2017 to be registered under the Securities Act (the “New Notes”), which New Notes will be guaranteed by certain subsidiaries of the Company listed in the Registration Statement, including BioExpress, LLC, a Utah limited liability company (“BioExpress”), for a like principal amount of the Company’s outstanding 7.25% Senior Notes due 2017 which have not been registered under the Securities Act (the “Old Notes”), which Old Notes have also been guaranteed by certain subsidiaries of the Company listed in the Registration Statement, including BioExpress.
In connection with the preparation of this opinion letter and as the basis for the opinions (the “Opinions”) set forth below, we have made such investigations of the laws of the State of Utah as we have deemed necessary, and we have examined such documents and records as we have deemed necessary, including the following:
(a) the Registration Statement;
(b) a photocopy of an executed counterpart of the Indenture, dated as of September 4, 2012, among the Company, as issuer, subsidiary guarantors party thereto, including BioExpress, and Law Debenture Trust Company of New York, as trustee (the “Indenture”);
(c) the form of Notational Guarantee (the “Guarantee”);
(d) the forms of the Old Notes and of the New Notes;
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(e) a photocopy of the articles of organization and written declaration of the sole member of BioExpress, certified to our satisfaction (the “Organizational Documents”);
(f) a certificate of existence as to BioExpress, issued by the Secretary of State of the State of Utah; and
(g) the certificate of an officer of BioExpress, dated as of the date of this opinion letter, certifying to the matters specified therein and as to the resolutions adopted by the board of managers of BioExpress authorizing the transactions contemplated by the Indenture.
For purposes of this opinion letter, “laws of the State of Utah” or “Utah law” means and is limited to the present published statutes of the State of Utah, the applicable provisions of the Utah constitution, the administrative rules and regulations of agencies of the State of Utah as contained in the present published Utah Administrative Code, and the present published decisions of the courts of the State of Utah that in each instance are normally applicable to transactions of the type contemplated by the Exchange Offer.
Based upon the examination described above, subject to the assumptions, qualifications, limitations and exceptions set forth in this opinion letter and under current interpretations of the laws of the State of Utah, we are of the opinion that:
1. BioExpress is validly existing as a limited liability company in good standing under the laws of the State of Utah.
2. As of the date of the Indenture, BioExpress had the requisite limited liability company power and the requisite limited liability company authority to enter into the Indenture, and as of the date hereof, BioExpress has the requisite limited liability company power and the requisite limited liability company authority to perform its obligations under the Indenture and the Guarantee.
3. The Indenture has been duly authorized, executed and delivered by BioExpress.
4. No consent, waiver, approval, authorization or order of any court of the State of Utah or of any governmental authority of the State of Utah is required for the issuance by BioExpress of the Guarantee, except such as may be required under the Securities Act or the Securities Exchange Act of 1934, and any rules or regulations issued thereunder, or any state “blue sky” or similar laws in each case, as amended.
The Opinions are predicated upon and are limited by the matters set forth in the Opinions and, with your permission, are further subject to the qualifications, exceptions, assumptions and limitations set forth below (with the understanding that we have not undertaken any independent investigation to verify the accuracy or completeness of any such qualifications, exceptions, assumptions or limitations):
A. The Opinions are limited to the laws of the State of Utah. We express no opinion as to local laws or the laws of any other state or country.
2
B. In rendering the Opinions, we have assumed that BioExpress has complied with the provisions of the securities laws, “blue sky” laws, securities regulations, and securities rules of any applicable state and the United States of America.
C. The Opinions that relate to specific agreements or documents, relate only to the specified agreements or documents and do not extend to documents, agreements or instruments referred to in such agreements or documents (even if incorporated therein by reference) or to any exhibits, annexes or schedules that are not expressly identified in such Opinion.
D. In rendering the Opinions, we have assumed (i) the genuineness of all signatures, (ii) the capacity of all individuals executing documents and the authority of such individuals executing documents (other than officers of BioExpress), (iii) the conformity to the original documents of all photocopies or facsimile copies submitted to us, whether certified or not, (iv) the authenticity of all documents submitted to us as originals, (v) the enforceability, completeness and accuracy of the Organizational Documents, and (vi) the conformity, in all material respects, of all copies of the Indenture to the copy of the Indenture examined by us.
E. The Opinions are limited to those expressly stated, and no other opinions may be implied or inferred.
F. We assume no obligation to update or supplement the Opinions to reflect any facts or circumstances that may come to our attention after the effectiveness of the Registration Statement or any change in the law that may occur after the date of the effectiveness of the Registration Statement.
G. We have assumed that all material factual matters contained in the Indenture, including without limitation any representations and warranties, are true, accurate and complete as set forth therein, to the extent such factual matters bear on the Opinions.
This opinion letter 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 purpose, except that Kirkland & Ellis LLP may rely upon this opinion letter to the same extent as if it were an addressee hereof. We hereby consent to the use of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Registration Statement with respect to the laws of the State of Utah. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
Respectfully submitted,
/s/ Stoel Rives LLP
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| This ‘S-4’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/4/13 | 8-K | ||
| 9/4/12 | 8-K | |||
| List all Filings | ||||