Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 235 1.11M
Business-Combination Transaction
2: EX-4.1 Instrument Defining the Rights of Security Holders 137 488K
3: EX-4.2 Instrument Defining the Rights of Security Holders 32 114K
4: EX-5.1 Opinion re: Legality 2 17K
5: EX-10.18 Material Contract 14 53K
6: EX-10.19 Material Contract 14 52K
7: EX-12.1 Statement re: Computation of Ratios 2± 19K
8: EX-21.1 Subsidiaries of the Registrant 1 12K
9: EX-23.1 Consent of Experts or Counsel 1 13K
10: EX-23.2 Consent of Experts or Counsel 1 13K
11: EX-23.3 Consent of Experts or Counsel 1 12K
12: EX-25.1 Statement re: Eligibility of Trustee 6 28K
13: EX-99.3 Miscellaneous Exhibit 13 75K
14: EX-99.4 Miscellaneous Exhibit 4 23K
15: EX-99.5 Miscellaneous Exhibit 2 17K
16: EX-99.6 Miscellaneous Exhibit 2 15K
17: EX-99.7 Miscellaneous Exhibit 2± 14K
EX-5.1 — Opinion re: Legality
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EXHIBIT 5.1
[Andrews & Kurth L.L.P. Letterhead]
April 27, 1999
Board of Directors
Pentacon, Inc.
10375 Richmond Avenue
Suite 700
Houston, Texas 77042
Ladies and Gentlemen:
We have acted as counsel to Pentacon, Inc., a Delaware corporation
(the "Company") and are delivering this opinion in connection with the Company's
Registration Statement on Form S-4 (the "Registration Statement") relating to
the registration under the Securities Act of 1933, as amended (the "Securities
Act"), of the offer by the Company to exchange up to $100,000,000 aggregate
principal amount of its 123% Senior Subordinated Notes due 2009, Series B (the
"Exchange Notes") for its existing 123% Senior Subordinated Notes due 2009,
Series A (the "Existing Notes"). The Exchange Notes are proposed to be issued in
accordance with the provisions of the indenture (the "Indenture"), dated as of
March 30, 1999, between the Company, the guarantors named therein (the
"Guarantors") and State Street Bank and Trust Company, as Trustee.
In arriving at the opinions expressed below, we have examined the
Registration Statement, the Prospectus contained therein, the Indenture which is
filed as an exhibit to the Registration Statement, and the originals or copies
certified or otherwise identified to our satisfaction of such other instruments
and other certificates of public officials and officers and representatives of
the Company. In such examination, we have assumed and have not verified (i) that
the signatures on all documents that we have examined are genuine, (ii) the
authenticity of all documents submitted to us as originals, (iii) the conformity
with the authentic originals of all documents submitted to us as certified,
photostatic or faxed copies, (iv) the corporate power and authority and due
authorization and approval of the Exchange
Board of Directors
Pentacon, Inc.
April 27, 1999
Notes and Guarantees by the parties thereto other than the Company and its
subsidiaries formed under the corporate laws of the States of Texas or Delaware
and (v) that all documents in respect of which forms were filed with the
Securities and Exchange Commission as exhibits to the Registration Statement
will conform in all material respects to the forms thereof that we have
examined. In addition, as the basis for the opinion hereinafter expressed, we
have examined such statutes, regulations, corporate records and documents,
certificates of corporate and public officials and other instruments as we have
deemed necessary or advisable for the purposes of this opinion.
Based upon the foregoing, having due regard for such legal
considerations as we deem relevant, we are of the opinion that the Exchange
Notes and the guarantee of each of the Guarantors (the AGuarantees@) (a) when
the Notes have been exchanged in the manner described in the Registration
Statement, (b) when the Exchange Notes have been duly executed, authenticated,
issued and delivered in accordance with the terms of the Indenture, (c) when the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, and (d) when applicable provisions of Ablue sky@ laws have been
complied with, will constitute valid and binding obligations of the Company and
the Guarantors, as applicable, enforceable against the Company and the
Guarantors, as applicable, in accordance with their terms, under the laws of the
State of New York which are expressed to govern the same, except as the
enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization
or moratorium (including, without limitation, all laws relating to fraudulent
transfers), (b) other similar laws relating to or affecting enforcement of
creditors= rights generally, (c) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law) and (d)
limitations on the waiver of rights under usury laws.
This opinion is limited in all respects to the laws of the State of
Texas, the State of New York and the Delaware General Corporation Law. We
express no opinion as to, and for the purposes of the opinions set forth herein,
we have conducted no investigation of, and do not purport to be experts on, any
other laws. We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Andrews & Kurth L.L.P.
Dates Referenced Herein
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 4/27/99 | | 1 | | 2 | | | None on these Dates |
| | 3/30/99 | | 1 |
| List all Filings |
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