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 HTML 2.54M
Business-Combination Transaction
2: EX-1.1 Underwriting Agreement 44 211K
28: EX-3.1(AA) Articles of Incorporation/Organization or By-Laws 9 44K
29: EX-3.1(AB) Articles of Incorporation/Organization or By-Laws 3 26K
30: EX-3.1(AC) Articles of Incorporation/Organization or By-Laws 10 43K
31: EX-3.1(AD) Articles of Incorporation/Organization or By-Laws 4 29K
32: EX-3.1(AE) Articles of Incorporation/Organization or By-Laws 3 30K
33: EX-3.1(AF) Articles of Incorporation/Organization or By-Laws 6 39K
34: EX-3.1(AG) Articles of Incorporation/Organization or By-Laws 11 39K
35: EX-3.1(AH) Articles of Incorporation/Organization or By-Laws 4 27K
36: EX-3.1(AI) Articles of Incorporation/Organization or By-Laws 4 31K
37: EX-3.1(AJ) Articles of Incorporation/Organization or By-Laws 21 69K
38: EX-3.1(AK) Articles of Incorporation/Organization or By-Laws 6 34K
39: EX-3.1(AL) Articles of Incorporation/Organization or By-Laws 5 40K
40: EX-3.1(AM) Articles of Incorporation/Organization or By-Laws 5 32K
41: EX-3.1(AN) Articles of Incorporation/Organization or By-Laws 4 31K
42: EX-3.1(AO) Articles of Incorporation/Organization or By-Laws 5 36K
43: EX-3.1(AP) Articles of Incorporation/Organization or By-Laws 3 31K
44: EX-3.1(AQ) Articles of Incorporation/Organization or By-Laws 4 29K
45: EX-3.1(AR) Articles of Incorporation/Organization or By-Laws 3 26K
46: EX-3.1(AS) Articles of Incorporation/Organization or By-Laws 3 31K
47: EX-3.1(AT) Articles of Incorporation/Organization or By-Laws 9 55K
48: EX-3.1(AU) Articles of Incorporation/Organization or By-Laws 12 52K
49: EX-3.1(AV) Articles of Incorporation/Organization or By-Laws 12 50K
50: EX-3.1(AW) Articles of Incorporation/Organization or By-Laws 7 47K
51: EX-3.1(AX) Articles of Incorporation/Organization or By-Laws 15 47K
52: EX-3.1(AY) Articles of Incorporation/Organization or By-Laws 14 58K
53: EX-3.1(AZ) Articles of Incorporation/Organization or By-Laws 8 40K
3: EX-3.1(B) Articles of Incorporation/Organization or By-Laws 5 35K
54: EX-3.1(BA) Articles of Incorporation/Organization or By-Laws 11 47K
55: EX-3.1(BB) Articles of Incorporation/Organization or By-Laws 19 73K
56: EX-3.1(BC) Articles of Incorporation/Organization or By-Laws 21 62K
57: EX-3.1(BD) Articles of Incorporation/Organization or By-Laws 16 54K
58: EX-3.1(BE) Articles of Incorporation/Organization or By-Laws 9 49K
59: EX-3.1(BF) Articles of Incorporation/Organization or By-Laws 18 58K
60: EX-3.1(BG) Articles of Incorporation/Organization or By-Laws 5 31K
61: EX-3.1(BH) Articles of Incorporation/Organization or By-Laws 3 30K
62: EX-3.1(BI) Articles of Incorporation/Organization or By-Laws 5 32K
63: EX-3.1(BJ) Articles of Incorporation/Organization or By-Laws 9 41K
64: EX-3.1(BK) Articles of Incorporation/Organization or By-Laws 4 30K
65: EX-3.1(BL) Articles of Incorporation/Organization or By-Laws 3 30K
66: EX-3.1(BM) Articles of Incorporation/Organization or By-Laws 4 29K
67: EX-3.1(BN) Articles of Incorporation/Organization or By-Laws 3 30K
68: EX-3.1(BO) Articles of Incorporation/Organization or By-Laws 4 31K
69: EX-3.1(BP) Articles of Incorporation/Organization or By-Laws 5 38K
70: EX-3.1(BQ) Articles of Incorporation/Organization or By-Laws 3 29K
71: EX-3.1(BR) Articles of Incorporation/Organization or By-Laws 3 30K
72: EX-3.1(BS) Articles of Incorporation/Organization or By-Laws 15 47K
4: EX-3.1(C) Articles of Incorporation/Organization or By-Laws 2 26K
5: EX-3.1(D) Articles of Incorporation/Organization or By-Laws 2 26K
6: EX-3.1(E) Articles of Incorporation/Organization or By-Laws 2 26K
7: EX-3.1(F) Exhibit 3.1(G) 3 28K
8: EX-3.1(G) Articles of Incorporation/Organization or By-Laws 9 43K
9: EX-3.1(H) Articles of Incorporation/Organization or By-Laws 10 50K
10: EX-3.1(I) Articles of Incorporation/Organization or By-Laws 17 65K
11: EX-3.1(J) Articles of Incorporation/Organization or By-Laws 1 23K
12: EX-3.1(K) Articles of Incorporation/Organization or By-Laws 2 26K
13: EX-3.1(L) Articles of Incorporation/Organization or By-Laws 3 30K
14: EX-3.1(M) Articles of Incorporation/Organization or By-Laws 3 27K
15: EX-3.1(N) Articles of Incorporation/Organization or By-Laws 6 32K
16: EX-3.1(O) Articles of Incorporation/Organization or By-Laws 2 26K
17: EX-3.1(P) Articles of Incorporation/Organization or By-Laws 16 62K
18: EX-3.1(Q) Articles of Incorporation/Organization or By-Laws 10 44K
19: EX-3.1(R) Articles of Incorporation/Organization or By-Laws 3 29K
20: EX-3.1(S) Articles of Incorporation/Organization or By-Laws 9 41K
21: EX-3.1(T) Articles of Incorporation/Organization or By-Laws 10 45K
22: EX-3.1(U) Articles of Incorporation/Organization or By-Laws 6 38K
23: EX-3.1(V) Articles of Incorporation/Organization or By-Laws 5 30K
24: EX-3.1(W) Articles of Incorporation/Organization or By-Laws 4 32K
25: EX-3.1(X) Articles of Incorporation/Organization or By-Laws 2 25K
26: EX-3.1(Y) Articles of Incorporation/Organization or By-Laws 2 26K
27: EX-3.1(Z) Exhibit 3.1 2 26K
73: EX-3.2(B) Articles of Incorporation/Organization or By-Laws 17 84K
77: EX-4.11 Instrument Defining the Rights of Security Holders 168 680K
78: EX-4.12 Instrument Defining the Rights of Security Holders 6 40K
74: EX-4.5 Instrument Defining the Rights of Security Holders 4 34K
75: EX-4.6 Instrument Defining the Rights of Security Holders 7 46K
76: EX-4.8 Instrument Defining the Rights of Security Holders 6 40K
79: EX-5.1 Opinion re: Legality 5 39K
80: EX-10.2 Material Contract 157 409K
81: EX-12.1 Statement re: Computation of Ratios 2± 26K
82: EX-23.2 Consent of Experts or Counsel 1 23K
83: EX-25.1 Statement re: Eligibility of Trustee HTML 81K
84: EX-99.1 Miscellaneous Exhibit HTML 82K
85: EX-99.2 Miscellaneous Exhibit HTML 37K
86: EX-99.3 Miscellaneous Exhibit HTML 26K
87: EX-99.4 Miscellaneous Exhibit HTML 31K
88: EX-99.5 Miscellaneous Exhibit HTML 30K
EXHIBIT 5.1
June 25, 2003
Dole Food Company, Inc.
One Dole Drive
Westlake Village
California, 91362
Re: Dole Food Company, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to Dole Food
Company, Inc., a Delaware corporation ("Dole"), and to the California and
Delaware subsidiaries of Dole named on Schedule I hereto (each, a
"California/Delaware Guarantor" and collectively, the "California/Delaware
Guarantors") and to the non-California and non-Delaware subsidiaries of Dole
named on Schedule II hereto (each, a "Non-California/Delaware Guarantor" and
collectively, the "Non-California/Delaware Guarantors," which together with the
California/Delaware Guarantors, are herein referred to as the "Guarantors"), in
connection with the Registration Statement on Form S-4 (the "Registration
Statement") filed by Dole and the Guarantors with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"). The Registration Statement relates to the issuance by Dole of
up to $475,000,000 aggregate principal amount of its 8-7/8% Senior Notes due
2011 (the "New Notes") and the issuance by the Guarantors of guarantees (the
"Guarantees") with respect to the New Notes.
The New Notes and the Guarantees will be issued under an indenture
dated as of March 28, 2003 (as amended, the "Indenture") among Dole, the
Guarantors and Wells Fargo Bank, National Association, as trustee (the
"Trustee"). The New Notes will be offered by the Company in exchange for
$475,000,000 aggregate principal amount of its outstanding 8-7/8% Senior Notes
due 2011.
In connection with this opinion, we have examined copies or originals
of such documents, resolutions, certificates and instruments of Dole and the
Guarantors as we have deemed necessary to form a basis for the opinions
hereinafter expressed. In addition, we have reviewed certificates of public
officials, statutes, records and other instruments and documents as we have
deemed necessary to form a basis for the opinion hereinafter expressed. In our
examination of the foregoing, we have assumed, without independent
investigation, (i) the genuineness of all signatures, (ii) the authority of all
persons or
Dole Food Company Inc.
June 25, 2003
Page 2
entities signing all documents examined by us, (iii) the legal capacity of
natural persons, (iv) the due incorporation of each of the Guarantors, (v) the
authenticity of all documents submitted to us as originals, (vi) the conformity
to original documents of all documents submitted to us as duplicates or
certified or conformed copies, and (vii) the authenticity of the originals of
such latter documents. We also have assumed that the Indenture is the valid and
legally binding obligation of the Trustee. We have assumed further that (a) each
of the Non-California/Delaware Guarantors has duly authorized, executed and
delivered the Indenture, (b) the execution, delivery and performance by each of
the Non-California/Delaware Guarantors of the Indenture, the Exchange Notes and
the Guarantees do not and will not violate the laws of the respective
jurisdictions of organization of the Non-California/Delaware Guarantors or any
other applicable laws (excepting the laws of the States of New York and
California and the Federal laws of the United States) and (c) each of the
Non-California/Delaware Guarantors is validly existing under the laws of their
respective jurisdiction of organization. With regard to certain factual matters,
we have relied, without independent investigation or verification, upon
statements and representations of representatives of Dole and the Guarantors.
Based upon and subject to the foregoing, we are of the opinion that, as
of the date hereof:
1. When the New Notes have been duly authenticated by Wells Fargo Bank,
National Association, in its capacity as Trustee, and duly executed and
delivered on behalf of Dole as contemplated by the Registration Statement, the
Notes will be legally issued and will constitute binding obligations of Dole
enforceable against Dole in accordance with their terms.
2. When (a) the New Notes have been duly executed, authenticated,
issued and delivered in accordance with the provisions of the Indenture upon the
exchange and (b) the Guarantees have been duly endorsed on the New Notes, the
Guarantees will constitute binding obligations of the Guarantors enforceable
against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance and transfer, moratorium or
other laws now or hereafter in effect relating to or affecting the rights or
remedies of creditors generally and by general principles of equity (whether
applied in a proceeding at law or in equity) including, without limitation,
standards of materiality, good faith and reasonableness in the interpretation
and enforcement of contracts, and the application of such principles to limit
the availability of equitable remedies such as specific performance.
We are members of the Bar of the States of New York and California, and
accordingly, do not purport to be experts on or to be qualified to express any
opinion herein concerning, nor do we express any opinion herein concerning, the
laws of any jurisdiction other than the laws of the States of New York and
California.
Dole Food Company Inc.
June 25,2003
Page 3
We hereby consent to being named as counsel to Dole and the Guarantors
in the Registration Statement, to the references therein to our Firm under the
caption "Legal Matters" and to the inclusion of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act, or the rules and regulations of the Commission
thereunder.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
Dole Food Company Inc.
June 25, 2003
Page 4
SCHEDULE I
CALIFORNIA/DELAWARE GUARANTORS
AG 1970, Inc.
AG 1971, Inc.
AG 1972, Inc.
Alyssum Corporation
Barclay Hollander Corporation
Bud Antle, Inc.
Calicahomes, Inc.
California Polaris, Inc.
Dole ABPIK, Inc.
Dole Arizona Dried Fruit and Nut Company
Dole Carrot Company
Dole Citrus
Dole DF&N, Inc.
Dole Dried Fruit and Nut Company, a California general partnership
Dole Farming, Inc.
Dole Fresh Vegetables, Inc.
Dole Orland, Inc.
Dole Visage, Inc.
E. T. Wall Company
Earlibest Orange Association, Inc.
Fallbrook Citrus Company, Inc.
Lindero Headquarters Company, Inc.
Lindero Property, Inc.
Oceanview Produce Company
Prairie Vista, Inc.
Royal Packing Co.
Veltman Terminal Co.
Bananera Antillana (Colombia), Inc.
Clovis Citrus Association
Delphinium Corporation
Dole Europe Company
Dole Foods Flight Operations, Inc.
Dole Fresh Flowers, Inc.
Dole Northwest, Inc.
Dole Sunfresh Express, Inc.
Standard Fruit and Steamship Company
Standard Fruit Company
Sun Country Produce, Inc.
West Foods, Inc.
Dole Food Company Inc.
June 25, 2003
Page 5
SCHEDULE II
NON-CALIFORNIA/DELAWARE GUARANTORS
Calazo Corporation
Cool Advantage, Inc.
Cool Care, Inc.
Flowernet, Inc.
Saw Grass Transport, Inc.
Blue Anthurium, Inc.
Cerulean, Inc.
Dole Diversified, Inc.
Dole Land Company, Inc.
Dole Packaged Foods Corporation
La Petite d'Agen, Inc.
Malaga Company, Inc.
M K Development, Inc.
Muscat, Inc.
Oahu Transport Company, Limited
Wahiawa Water Company, Inc.
Waialua Sugar Company, Inc.
Zante Currant, Inc.
Diversified Imports Co.
Dole Assets, Inc.
Dole Fresh Fruit Company
Dole Holdings Inc.
Dole Logistics Services, Inc.
Dole Ocean Cargo Express, Inc.
Dole Ocean Liner Express, Inc.
Renaissance Capital Corporation
Sun Giant, Inc.
Miradero Fishing Company, Inc.
DNW Services Company
Pacific Coast Truck Company
Pan-Alaska Fisheries, Inc.
Dates Referenced Herein and Documents Incorporated by Reference
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