Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration of 129 754K
Securities Issued in a
Business-Combination Transaction
2: EX-4.6 Instrument Defining the Rights of Security Holders 10 36K
3: EX-5.1 Opinion re: Legality 2 17K
4: EX-16.1 Letter re: Change in Certifying Accountant 1 6K
5: EX-23.1 Consent of Experts or Counsel 1 6K
6: EX-27.1 Financial Data Schedule (Pre-XBRL) 2 8K
EX-5.1 — Opinion re: Legality
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EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
August 21, 1998
MTS, INCORPORATED
2500 Del Monte Street, Bldg. C
West Sacramento, California 95691
RE: OPINION RE LEGALITY
MTS, INCORPORATED
NEW 9 3/8% SENIOR SUBORDINATED NOTES DUE 2005
COVERED BY REGISTRATION STATEMENT ON FORM S-4, REG. NO. 333-54035
Ladies and Gentlemen:
We have acted as corporate counsel to MTS, Incorporated, a California
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission (the "Commission") of a registration
statement on Form S-4, Reg. No. 333-54035 (the "Registration Statement"), under
the Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement relates to the proposed issuance by the Company of up to $110,000,000
aggregate principal amount of the Company's new 9 3/8% Senior Subordinated Notes
due 2005 (the "New Notes"). The New Notes are proposed to be issued in exchange
for substantially identical, currently outstanding, but unregistered, notes (the
"Existing Notes"). The Existing Notes are, and the New Notes will upon issuance
be, covered by that certain indenture dated April 23, 1998 (the "Indenture") by
and between the Company and State Street Bank and Trust Company of California,
N.A., as trustee (the "Trustee"). This opinion letter is delivered in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of: (i) the Registration
Statement, in the form filed with the Commission and as amended through the date
hereof; (ii) the charter documents of the Company, as currently in effect; (iii)
the Indenture; (iv) the form of the New Notes; and (v) resolutions of the Board
of Directors of the Company relating to, among other things, the issuance and
exchange of the New Notes for the Existing Notes and the filing of the
Registration Statement. We also have examined such other documents as we have
deemed necessary or appropriate as a basis for the opinions set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion, we have relied without independent verification upon
oral or written statements and representations of officers and other
representatives of the Company and others.
Based upon the foregoing, and subject to the assumptions and limitations set
forth herein, we are of the opinion that, when (i) the Registration Statement,
as finally amended (including all necessary post-effective amendments, if any),
shall have become effective under the Securities Act and (ii) when the New Notes
are duly executed, attested, issued and delivered by duly authorized officers of
the Company, and authenticated by the Trustee, all in accordance with the terms
of the Indenture and the prospectus contained in the Registration Statement,
against surrender and cancellation of a like principal amount of Existing Notes,
the New Notes issued by the Company will be legally issued, and the New Notes
will constitute valid and binding obligations of the Company, enforceable
against the Company, in accordance with their terms, except to the extent that
enforcement thereof may be limited by (i) bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent conveyance and other laws
relating to or affecting creditors' rights generally, and (ii) general
principles of equity, whether such enforcement is considered in a proceeding in
equity or at law.
MTS, INCORPORATED
August 21, 1998
Page 2
To the extent relevant to the opinions set forth above, we have assumed that
the Trustee is duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by the Indenture and is duly qualified and
eligible under the terms of the Indenture to act as trustee thereunder; that the
Indenture was duly authorized, executed and delivered by the Trustee; that the
Indenture is a valid and binding obligation of the Trustee; that the Trustee is
in compliance, generally with respect to acting as a trustee under the
Indenture, with all applicable laws and regulations; and that the Trustee has
the requisite organizational and legal power and authority to perform its
obligations under the Indenture.
This opinion is given in respect of the Indenture and the New Notes only,
and we express no opinion as to the legality, validity or binding effect of any
collateral agreement or other document or any other matter beyond the matters
expressly set forth herein.
We express no opinion as to the enforceability of provisions of the
Indenture or the New Notes which provide that the assertion or employment of any
right or remedy shall not prevent the concurrent assertion or employment of any
other right or remedy, or that every right and remedy shall be cumulative and in
addition to every other right and remedy, or that any delay or omission to
exercise any right or remedy shall not impair any other right or remedy or
constitute a waiver thereof.
Members of our firm are admitted to the bar of the State of California and
we do not express any opinion as to the laws of any jurisdiction other than the
laws of the State of California and the federal laws of the United States, and
we express no opinion with respect to the applicability thereto, or the effect
thereon, of the laws of any other jurisdiction. In this regard, we note that
Section 11.07 of the Indenture provides that the Indenture and the New Notes are
to be governed by the law of the State of New York. The opinions expressed
herein concerning the validity, binding effect and enforceability of the
Indenture and the New Notes are intended to express our views on those matters
as if the substantive law of California were applicable. Furthermore, we render
no opinion with respect to said Section 11.07 (and the corresponding provisions
of the New Notes) or the appropriate choice of laws with respect to the
Indenture or the New Notes. We express no opinion with respect to compliance
with state securities laws or with respect to any state or federal fraudulent
conveyance or transfer statutes.
Moreover, we express no opinion as to the applicability to the obligations
of the Company under the Indenture or the New Notes of Sections 547 and 548 of
Title 11 of the United States Code or applicable state law (including, without
limitation, Article 10 of the New York Debtor & Creditor Law and Sections 3439
et seq. of the California Civil Code) relating to fraudulent transfers.
This opinion is rendered solely for your benefit in connection with the
transactions described above. This opinion may not be used or relied upon by any
other person and may not be disclosed, quoted, filed with a governmental agency
or otherwise referred to without our prior written consent. However, we consent
to the filing of this opinion as an exhibit to the Registration Statement and
prospectus and to the use of our name under the caption "Legal Matters" in the
Registration Statement and any amendments thereto. In giving such consent, we do
not concede that we are experts within the meaning of the Securities Act or the
rules and regulations thereunder or that this consent is required by Section 7
of the Securities Act.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI,
P.C.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 8/24/98 | | | | | | | None on these Dates |
| | 8/21/98 | | 1 | | 2 |
| | 4/23/98 | | 1 |
| List all Filings |
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