Attached files
file | filename |
---|---|
8-K - FORM 8-K - Hanesbrands Inc. | g21517e8vk.htm |
EX-1.1 - EX-1.1 - Hanesbrands Inc. | g21517exv1w1.htm |
EX-5.2 - EX-5.2 - Hanesbrands Inc. | g21517exv5w2.htm |
EX-5.3 - EX-5.3 - Hanesbrands Inc. | g21517exv5w3.htm |
EX-4.2 - EX-4.2 - Hanesbrands Inc. | g21517exv4w2.htm |
EX-99.1 - EX-99.1 - Hanesbrands Inc. | g21517exv99w1.htm |
Exhibit 5.1
750 E. Pratt Street, Suite 900 Baltimore, Maryland 21202 |
Telephone 410-244-7400 Facsimile 410-244-7742 |
www.venable.com |
December 10, 2009
Hanesbrands Inc.
1000 East Hanes Mill Road
Winston Salem, NC 27105
1000 East Hanes Mill Road
Winston Salem, NC 27105
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as Maryland counsel to Hanesbrands Inc., a Maryland corporation (the
Company), in connection with certain matters of Maryland law arising out of the registration by
the Company of $500,000,000 aggregate principal amount of the Companys 8.00% Senior Notes due 2016
(the Securities), covered by the above-referenced Registration Statement and any amendments
thereto (collectively, the Registration Statement), filed by the Company with the U.S. Securities
and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the
Securities Act). The Securities will be issued by the Company pursuant to that certain
Underwriting Agreement, dated as of December 3, 2009 (the Underwriting Agreement), between J.P.
Morgan Securities Inc., as representative of the several underwriters named in Schedule 1 thereto
(together, the Underwriters), the Company and the guarantors named therein. Unless otherwise
defined herein, capitalized terms used herein shall have the meanings assigned to them in the
Underwriting Agreement.
In connection with our representation of the Company, and as a basis for the opinion
hereinafter set forth, we have examined originals, or copies certified or otherwise identified to
our satisfaction, of the following documents (hereinafter collectively referred to as the
Documents):
1. The Registration Statement and the related form of prospectus included therein in the form
in which it was transmitted to the Commission under the 1933 Act;
2. The charter of the Company, certified as of a recent date by the State Department of
Assessments and Taxation of Maryland (the SDAT);
3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
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4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent
date;
5. The following documents (together, the Note Documents):
(a) The Underwriting Agreement;
(b) The Indenture, dated as of August 1, 2008, among the Company, the guarantors named therein
and Branch Banking & Trust Company, as trustee (the Trustee), as supplemented by the Supplemental
Indenture, dated December 10, 2009, by and between the Company, the guarantors named therein and
the Trustee with respect to the Securities (as so supplemented, the Indenture); and
(c) The Global Note evidencing the Securities;
6. Resolutions of the Board of Directors of the Company relating to, among other things, the
execution and delivery by the Company of the Note Documents and the issuance of the Securities,
certified as of the date hereof by an officer of the Company;
7. A certificate executed by an officer of the Company, dated as of the date hereof; and
8. Such other documents and matters as we have deemed necessary or appropriate to express the
opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or
another person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the
Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and
validly executed and delivered each of the Documents to which such
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party is a signatory, and such
partys obligations set forth therein are legal, valid and binding and are enforceable in
accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all
Documents submitted to us as unexecuted drafts do not differ in any material respect relevant to
this opinion from the form and content of such Documents as executed and delivered. All
Documents submitted to us as certified or photostatic copies conform to the original documents.
All signatures on all Documents are genuine. All public records reviewed or relied upon by us or
on our behalf are true and complete. All representations, warranties, statements and information
contained in the Documents are true and complete. There has been no oral or written modification
of or amendment to any of the Documents, and there has been no waiver of any provision of any of
the Documents, by action or omission of the parties or otherwise.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications
stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the
laws of the State of Maryland and is in good standing with the SDAT.
2. The Securities have been duly authorized by the Company for issuance and sale pursuant to
the Note Documents and the Registration Statement.
The foregoing opinion is limited to the substantive laws of the State of Maryland and we do
not express any opinion herein concerning any other law. We express no opinion as to the
applicability or effect of federal or state securities laws, including the securities laws of the
State of Maryland, or as to federal or state laws regarding fraudulent transfers. We note that
each of the Note Documents provides that it shall be governed by the laws of the State of New York.
To the extent that any matter as to which our opinion is expressed herein would be governed by the
laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such
matter. The opinion expressed herein is subject to the effect of judicial
decisions which may permit the introduction of parol evidence to modify the terms or the
interpretation of agreements.
The opinion expressed herein is limited to the matters specifically set forth herein and no
other opinion shall be inferred beyond the matters expressly stated. We assume no
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obligation to
supplement this opinion if any applicable law changes after the date hereof or if we become aware
of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the
Companys Current Report on Form 8-K (the Current Report), which is incorporated by reference in
the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the
Current Report and the said incorporation by reference and to the use of the name of our firm
therein. In giving this consent, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Act.
Very truly yours, |
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Venable LLP | ||||