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 Amendment No. 5 to Form S-4 316 1.91M
2: EX-2.(A) Form of Pre-Packaged Plan of Reorganization 26 148K
3: EX-4.(E) Form of Indenture With Respect to New Debentures 56 277K
4: EX-5.(A) Opinion of Kirkland & Ellis 4 25K
5: EX-8.(A) Tax Matters Opinion of Kirkland & Ellis 2 11K
6: EX-10.(AH) Amended & Restated Restructuring Agreement 45 164K
7: EX-23.(A) Consent of Independent Public Accountants 1 8K
13: EX-99.(AA) Form of Ballot for Class 6 5 20K
14: EX-99.(AB) Form of Master Ballot 6 30K
15: EX-99.(AJ) Zenith Capital Structure Analysis 14 37K
16: EX-99.(AK) Property Summary & Value Estimates 12/1998 15 36K
17: EX-99.(AL) Mexican Portfolio Disposition Investig. & Proposal 25 63K
18: EX-99.(AM) Zenith Facility Plant #31 Evaluation, 12/1998 10 22K
19: EX-99.(AN) McAllen, Texas Plant #15 Evaluation 6 15K
20: EX-99.(AO) Franklin Park, Il Evaluation 6 17K
8: EX-99.(B) Valuation Report, Dated July 22, 1998 21 110K
9: EX-99.(F) Valuation Report, Dated November 16, 1998 14 78K
10: EX-99.(J) Form of Letter to Security Holders 4 20K
11: EX-99.(Y) Form of Ballot for Class 2 5 20K
12: EX-99.(Z) Form of Ballot for Class 5 5 25K
EX-5.(A) — Opinion of Kirkland & Ellis
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KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
153 East 53/rd/ Street
New York, New York 10022
To Call Writer Direct: 212 446-4800 Facsimile:
212 446-4900
June 21, 1999
Zenith Electronics Corporation
1000 Milwaukee Avenue
Glenview, Illinois 60025
Re: Zenith Electronics Corporation
Registration Statement on Form S-4
Registration No. 333-61057
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Ladies and Gentlemen:
We are issuing this opinion in our capacity as special legal counsel to
Zenith Electronics Corporation, a Delaware corporation (the "Registrant") in
connection with the Registration Statement on Form S-4 (File No. 333-61057)
originally filed with the Securities and Exchange Commission (the "Commission")
on August 10, 1998 (such Registration Statement, as amended or supplemented, is
hereinafter referred to as the "Registration Statement") of $50,000,000 in
aggregate principal amount of the Registrant's 8.19% Senior Debentures due 2009,
(the "New Debentures"). The New Debentures are proposed to be issued as part of
the Registrant's planned financial restructuring (the "Restructuring") by means
of a prepackaged plan of reorganization under Chapter 11 of Title 11 of the
United States Code, as amended (the "Prepackaged Plan"). Pursuant to the
Restructuring, the New Debentures would be issued in exchange for all of the
Registrant's 6 1/4% Convertible Subordinated Debentures due 2011 (the "Old
Subordinated Debentures") outstanding as of immediately prior to consummation of
the Restructuring.
The New Debentures are to be issued pursuant to an Indenture (the
"Indenture"), to be entered into between the Registrant and a Trustee to be
determined, a form of which has been filed as exhibit 4(e) to the Registration
Statement. If the Restructuring is approved by the bankruptcy court, the
Indenture will be executed by the Registrant and a Trustee to be named and
qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"). This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
KIRKLAND & ELLIS
Zenith Electronics Corporation
June 21, 1999
Page 2
For purposes of this letter, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the Registration Statement, (ii) the
form of the Prepackaged Plan, (iii) the Articles of Incorporation and By-Laws of
the Registrant, as presently in effect, (iv) the form of the Indenture filed as
Exhibit 4(e) to the Registration Statement, and (v) certain minutes and records
of the corporate proceedings of the Registrant with respect to the issuance of
the New Debentures.
For purposes of this letter, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrant and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrant.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Registrant and
others.
Subject to the assumptions, qualifications, exclusions and limitations
identified in this letter, we advise you that in our opinion the New Debentures,
when issued, will be binding obligations of the Registrant, enforceable against
the Registrant in accordance with their terms, when, as and if (a) the
Registration Statement shall have become effective pursuant to the provisions of
the Act, (b) appropriate corporate action shall have been taken by the
Registrant to authorize (1) the form, terms, execution and delivery of the
Indenture and (2) the form and terms of the New Debentures, (c) the New
Debentures shall have been issued in the form and containing the terms described
in the Registration Statement, the Indenture and such corporate action, (d) a
Proxy Statement-Prospectus with respect to the New Debentures shall have been
filed (or transmitted for filing) with the Commission pursuant to Rule 424(b) of
the Act, (e) any legally required consents, approvals, authorizations and other
orders of the Commission and any other courts or regulatory authorities shall
have been obtained, including without limitation such consents, approvals,
authorizations and orders with respect to the Prepackaged Plan and the
Restructuring, (f) the Indenture has been duly qualified under the Trust
Indenture Act and the Indenture has been duly executed and delivered by the
Registrant and the trustee thereunder, and (g) New Debentures shall have been
duly executed and authenticated as provided in the Indenture and
KIRKLAND & ELLIS
Zenith Electronics Corporation
June 21, 1999
Page 3
duly delivered to holders of Old Subordinated Debenture Claims (as defined in
the Registration Statement) in exchange for the Old Subordinated Debentures as
provided in the Prepackaged Plan.
Our advice on every legal issue addressed in this letter is based
exclusively on the internal laws of New York and the General Corporation Law of
the State of Delaware (under which the Registrant is incorporated).
Our opinion expressed above is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (a)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law or judicially developed doctrine in
this area (such as substantive consolidation or equitable subordination)
affecting the enforcement of creditors' rights generally, (b) general principles
of equity (regardless of whether enforcement is considered in a proceeding in
equity or at law), (c) an implied covenant of good faith and fair dealing, (d)
public policy considerations which may limit the rights of parties to obtain
certain remedies, (e) any requirement that a claim with respect to any security
denominated in other than U.S. dollars (or a judgment denominated in other than
U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate
of exchange prevailing on a date determined in accordance with applicable law,
(f) governmental authority to limit, delay or prohibit the making of payments
outside of the United States or in a foreign currency or currency unit and (g)
any laws except the laws of the State of New York and the General Corporation
Law of the State of Delaware. We advise you that issues addressed by this letter
may be governed in whole or in part by other laws, but we express no opinion as
to whether any relevant difference exists between the laws upon which our
opinions are based and any other laws which may actually govern.
For purposes of rendering our opinion expressed above, we have assumed that
(a) the Registration Statement remains effective during the offer and sale of
the New Debentures, (b) the terms of the Indenture, as executed or as thereafter
amended, and any supplemental indenture to the Indenture are consistent with the
description of the terms of such indenture set forth in the Registration
Statement and in the Proxy Statement-Prospectus included therein, (c) at the
time of the issuance, sale and delivery of the New Debentures (x) the
authorization of the New Debentures by the Registrant will not have been
modified or rescinded, and there will not have occurred any change in law
affecting the validity, legally binding character or enforceability of the New
Debentures and (y) the issuance, sale and delivery of the New Debentures, the
terms of the
KIRKLAND & ELLIS
Zenith Electronics Corporation
June 21, 1999
Page 4
New Debentures, the terms of any agreement, any supplemental indenture to the
Indenture, and compliance by the Registrant with the terms of the New Debentures
and the terms of any such agreement or indenture will not violate any applicable
law, any agreement or instrument then binding upon the Registrant or any
restriction imposed by any court or governmental body having jurisdiction over
the Registrant and (d) any revisions to the form of the Indenture filed as an
exhibit to the Registration Statement prior to the execution thereof, and any
amendments or supplemental indentures to the Indenture (as executed), will not
require requalification of such indenture under the Trust Indenture Act.
We do not find it necessary for the purposes of this opinion and
accordingly we do not purport to cover herein the application of the securities
or "Blue Sky" laws of the various states to the issuance of the New Debentures.
This opinion is limited to the specific issues addressed herein, and
no opinion is implied or may be inferred beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the State of New York or the General Corporation Law of the State of
Delaware be changed by legislative action, judicial decision or otherwise.
This opinion 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 purposes.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Sincerely,
/s/ KIRKLAND & ELLIS
Kirkland & Ellis
Dates Referenced Herein and Documents Incorporated by Reference
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