Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Cott Beverages Inc. 119 491K
9: EX-3.10 Certificate of Incorporation of Cott Vending Inc. 2 11K
10: EX-3.11 Bylaws of Cott Vending Inc. 10 43K
11: EX-3.12 Certificate of Formation of Interim Bcb, LLC 3 12K
12: EX-3.13 Amended & Restated Operating Agreement;Interim Bcb 11 39K
2: EX-3.3 Articles of Incorporation Cott Beverages Inc. 6 19K
3: EX-3.4 Bylaws of Cott Beverages Inc... 9 38K
4: EX-3.5 Amended & Restated Certificate of Incorporation... 6 16K
5: EX-3.6 Memo of Assoc & Amended & Restated Cert. of Inc. 2 11K
6: EX-3.7 Articles of Assoc & Bylaws of Cott Holdings Inc. 1 9K
7: EX-3.8 Articles of Incorporation of Cott Usa Corp. 4 16K
8: EX-3.9 Bylaws of Cott Usa Corp. 9 38K
13: EX-5.1 Opinion of Drinker Biddle & Reath LLP. 3 15K
14: EX-12.1 Computation of Ratios of Earnings to Fixed Charges 1 10K
15: EX-21.1 List of Subsidiaries of Cott Corporation... 2± 10K
16: EX-23.1 Consent of Independent Accountants 1 9K
17: EX-25.1 Form T-1, Statement of Eligibility... 8 33K
18: EX-99.1 Form of Letter of Transmittal 16 69K
EX-5.1 — Opinion of Drinker Biddle & Reath LLP.
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Exhibit 5.1
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103
March 8, 2002
Cott Beverages Inc.
c/o Cott Corporation
207 Queen's Quay West
Toronto, Ontario M5J 1A7
Ladies and Gentlemen:
We have acted as counsel to Cott Beverages Inc., a Georgia corporation
(the "Company"), Cott Corporation, a Canada corporation ("Cott"), and certain of
Cott's direct and indirect subsidiaries, Cott Holdings Inc., a Delaware and Nova
Scotia corporation ("Cott Holdings"), Cott USA Corp., a Georgia corporation
("Cott USA"), Cott Vending Inc., a Delaware corporation ("Cott Vending"), and
Interim BCB, LLC, a Delaware limited liability company ("Interim" and together
with Cott, Cott Holdings, Cott USA and Cott Vending, the "Guarantors"), in
connection with the preparation and filing of a Registration Statement on Form
S-4 (the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), and
relating to $275,000,000 principal amount of the Company's 8% Senior
Subordinated Notes due 2011, Series B (the "Exchange Notes"), to be issued by
the Company in exchange for $275,000,000 principal amount of the Company's 8%
Senior Subordinated Notes due 2011, Series A (the "Outstanding Notes") and the
guarantees (the "Guarantees") of the Exchange Notes. The Exchange Notes and
Guarantees will be issued pursuant to the indenture, dated as of December 21,
2001 (the "Indenture"), by and among the Company, the Guarantors and HSBC Bank
USA, as Trustee. The terms of the Guarantees are set forth in Article XI of the
Indenture.
In this connection, we have examined the originals or copies, certified
or otherwise identified to our satisfaction, of the certificates of
incorporation and bylaws and certificate of formation and operating agreement,
as amended, of each of the Company and the Guarantors, as applicable, minutes
and resolutions of the board of directors of the Company and the Guarantors, as
applicable, and such other documents
1
and corporate records relating to the Company and the Guarantors and the
issuance of the Exchange Notes as we have deemed appropriate.
In all cases, we have assumed the genuineness of signatures, the
authenticity of documents submitted as originals, the conformity to authentic
original documents of documents submitted to us as copies and the accuracy and
completeness of all corporate records and information made available to us by
the Company and the Guarantors. We have further assumed that the documents set
forth in the first sentence of this paragraph have been duly authorized,
executed and delivered by and are the legal, valid and binding obligations of
all parties thereto other than the Company or the Guarantors.
As to questions of fact material to this opinion, we have relied upon
the accuracy of the certificates and other comparable documents of officers and
representatives of the Company and the Guarantors, upon statements made to us in
discussions with the Company's and Guarantor's management and upon certificates
of public officials. Except as otherwise expressly indicated, we have not
undertaken any independent investigation of factual matters.
Insofar as the opinions below relate to (i) the laws of the State of
Georgia, we have relied upon the opinion of Page, Scrantom, Sprouse, Tucker &
Ford, P.C.,(ii) the laws of Canada and Ontario, we have relied upon the opinion
of Goodmans LLP, and (iii) the laws of the State of New York, we have relied
upon the opinion of Howe & Addington LLP, in each case dated the date hereof and
addressed to us.
Based on the foregoing, and subject to the qualifications, limitations
and assumptions stated herein, in our opinion:
1. The Exchange Notes and the Guarantees have been validly authorized
for issuance; and
2. When the Exchange Notes have been issued pursuant to the terms of
the Indenture on the terms provided for in the Registration Statement, the
Exchange Notes and the Guarantees will have been legally issued and will
constitute binding obligations of the Company and the Guarantors, respectively.
2
Our opinion set forth above is qualified to the extent that enforcement
of the Exchange Notes and the Guarantees may be limited by the application of
equitable principles (whether considered in a proceeding at law or in equity,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing) and by bankruptcy, insolvency, reorganization,
moratorium and other laws now or hereafter in effect affecting the enforcement
of creditors' rights and remedies (including those relating to fraudulent
conveyances and transfers);
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement and to the use of our name under the heading
"Legal Matters" in the Prospectus included within the Registration Statement. In
consenting to such filing and to such references to our firm, we do not admit
that our consent establishes that we come within the categories of persons whose
consent is required under Section 7 of the Act or the Rules and Regulations of
the Commission thereunder.
Very truly yours,
/s/ Drinker Biddle & Reath LLP
DRINKER BIDDLE & REATH LLP
3
Dates Referenced Herein and Documents Incorporated by Reference
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| Filed on: | | 3/8/02 | | 1 | | | | | 10-K |
| | 12/21/01 | | 1 |
| List all Filings |
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