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 195 937K
Securities Issued in a
Business-Combination Transaction
2: EX-5 Opinion re: Legality 3 15K
3: EX-10.24 Material Contract 115 384K
4: EX-23.1 Consent of Experts or Counsel 1 6K
EX-5 — Opinion re: Legality
| EX-5 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
[O'CONNOR CAVANAGH LETTERHEAD]
September 17, 1998
Styling Technology Corporation
2390 East Camelback Road, Suite 435
Phoenix, Arizona 85016
Gentlemen:
We have acted as counsel for Styling Technology Corporation, a
Delaware corporation (the "Company"), in connection with the proposed offer by
the Company to exchange (the "Exchange Offer") all outstanding 10-7/8% Senior
Subordinated Notes Due 2008 ($100.0 million principal amount outstanding) (the
"Outstanding Notes") for 10-7/8% Senior Subordinated Notes due 2008 ($100.0
million principal amount) (the "Exchange Notes"). The Outstanding Notes have
been, and the Exchange Notes will be, issued pursuant to an Indenture dated as
of June 23, 1998 (the "Indenture"), among the Company, certain of its
subsidiaries (the "Subsidiary Guarantors"), and State Street Bank and Trust
Company of California, N.A., as trustee (the "Trustee"). Unless otherwise
defined herein, capitalized terms used in this opinion shall have the meanings
set forth in the Indenture.
We have examined (i) the Indenture, (ii) the form of Exchange
Notes, which are filed as Exhibit 4.5 to the Registration Statement, (iii) the
Registration Statement on Form S-4 filed by the Company with the Securities and
Exchange Commission, for the registration of the Exchange Notes under the
Securities Act of 1933 (the Registration Statement as amended at the time it
becomes effective being referred to as the "Registration Statement"), and (iv)
such corporate records of the Company, certificates of public officials, and
such other documents as we have deemed necessary or appropriate for the purpose
of this opinion.
For purposes of this opinion, we have assumed (i) the legal
capacity of all natural persons executing the documents examined by us; (ii)
that the documents and signatures examined by us are genuine and authentic;
(iii) the due authorization, execution, and delivery of the Indenture by the
Trustee; (iv) that the Trustee has the requisite power and authority to enter
into the Indenture and to act as trustee thereunder (and is eligible and duly
qualified to act in such capacity); and (v) that the Indenture constitutes the
legal, valid, and binding obligation of the Trustee, enforceable against the
Trustee in accordance with its terms.
O'CONNOR CAVANAGH
Styling Technology Corporation
September 17, 1998
Page 2
On the basis of the foregoing, we express the following opinions:
(a) the Exchange Notes, when duly executed, authenticated, and
exchanged in accordance with the terms of the Indenture entered into among the
Company, the Subsidiary Guarantors, and the Trustee will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms and entitled to the benefits of the Indenture,
except that (i) the enforcement thereof may be subject to bankruptcy,
insolvency, moratorium, reorganization, arrangement, fraudulent transfer, or
conveyance and other similar laws now or hereafter in effect relating to
creditors' rights generally, and to general principles of equity and the
discretion of the court before which any proceeding therefor may be brought;
(ii) the remedy of specific performance and injunctive and other forms of
equitable relief are subject to certain equitable defenses and to the discretion
of the court before which any proceeding therefor may be brought; (iii) the
enforceability of provisions imposing penalties, forfeitures, late payment
charges, or an increase in interest rate upon delinquency in payment or the
occurrence of a default may be limited in certain circumstances; (iv) the
enforceability of any provision requiring the payment of attorney's fees may be
subject to a court determination that such fees are reasonable; and (v) any
rights to indemnity or contribution thereunder may be limited by federal or
state securities laws and public policy considerations.
(b) the Guarantees, when issued by the Subsidiary Guarantors
upon the execution, authentication, and exchange of the Exchange Notes, will
each constitute valid and binding obligations of the Subsidiary Guarantors in
accordance with their terms, except that (i) the enforcement thereof may be
subject to bankruptcy, insolvency, moratorium, reorganization, arrangement,
fraudulent transfer, or conveyance and other similar laws now or hereafter in
effect relating to creditors' rights generally, and to general principles of
equity and the discretion of the court before which any proceeding therefor may
be brought; (ii) the remedy of specific performance and injunctive and other
forms of equitable relief are subject to certain equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought;
(iii) the enforceability of provisions imposing penalties, forfeitures, late
payment charges, or an increase in interest rate upon delinquency in payment or
the occurrence of a default may be limited in certain circumstances; (iv) the
enforceability of any provision requiring the payment of attorney's fees may be
subject to a court determination that such fees are reasonable; and (v) any
rights to indemnity or contribution thereunder may be limited by federal or
state securities laws and public policy considerations.
We are members of the Bar of the state of Arizona, and we do not
purport to be experts on, or to express any opinion as to, the laws of any
jurisdiction other than the applicable federal laws of the United States, the
General Corporation Law of the state of Delaware, and the laws of the state of
Arizona. We note that the Indenture states that it is to be governed by the laws
of the state of New York. We are not familiar with the laws of New York and
render no
O'CONNOR CAVANAGH
Styling Technology Corporation
September 17, 1998
Page 3
opinion about them. For the purposes of this opinion, we have assumed
that the Indenture will be governed by the laws of the state of Arizona,
notwithstanding its express terms. We express no opinion about what laws will
actually govern the Indenture. Further, our opinion is based solely upon
existing laws, rules, and regulations, and we undertake no obligation to advise
you of any changes that may be brought to our attention after the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the reference to the firm under "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ O'Connor, Cavanagh, Anderson,
Killingworth & Beshears, P.A.
---------------------------------
O'Connor, Cavanagh, Anderson,
Killingworth & Beshears, P.A.
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 9/17/98 | | 1 | | 3 | | | None on these Dates |
| | 6/23/98 | | 1 |
| List all Filings |
↑Top
Filing Submission 0000950153-98-001114 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., May 1, 3:06:01.1am ET 