Attached files
file | filename |
---|---|
8-K - FORM 8-K - SCOTTS MIRACLE-GRO CO | l38498e8vk.htm |
EX-4.2 - EX-4.2 - SCOTTS MIRACLE-GRO CO | l38498exv4w2.htm |
EX-1.1 - EX-1.1 - SCOTTS MIRACLE-GRO CO | l38498exv1w1.htm |
EX-4.1 - EX-4.1 - SCOTTS MIRACLE-GRO CO | l38498exv4w1.htm |
EX-12.1 - EX-12.1 - SCOTTS MIRACLE-GRO CO | l38498exv12w1.htm |
EX-99.1 - EX-99.1 - SCOTTS MIRACLE-GRO CO | l38498exv99w1.htm |
EX-99.2 - EX-99.2 - SCOTTS MIRACLE-GRO CO | l38498exv99w2.htm |
Exhibit 5.1
January 14, 2010
The Scotts Miracle-Gro Company
14111 Scottslawn Road
Marysville, Ohio 43041
14111 Scottslawn Road
Marysville, Ohio 43041
Re: The Scotts Miracle-Gro Company
Ladies and Gentlemen:
We have acted as counsel to The Scotts Miracle-Gro Company, an Ohio corporation (the Company), in
connection with the registration pursuant to Registration Statement on Form S-3 (Registration No.
333-163330), as amended by Post-Effective Amendment No. 1 (as amended the Registration
Statement), filed by the Company with the Securities and Exchange Commission (the Commission)
under the Securities Act of 1933 (the Securities Act), of the offering and sale by the Company of
(a) $200,000,000 aggregate principal amount of the Companys 7.25% Senior Notes due 2018 (the
Notes), and (b) guarantees of the Notes by certain direct and indirect subsidiaries of the
Company (the Guarantees). The Notes and the Guarantees are referred to herein as the
Securities. The Securities will be issued under an Indenture (the Base Indenture), dated the
date hereof, among the Company, the guarantors from time to time party thereto and U.S. Bank
National Association, as trustee (the Trustee), as supplemented by the First Supplemental
Indenture, dated the date hereof, among the Company, the guarantors named therein (the
Guarantors) and the Trustee (the Supplemental Indenture and together with the Base Indenture,
the Indenture).
As such counsel, we have examined and relied without investigation as to matters of fact upon the
Registration Statement and the exhibits thereto and such certificates, statements and results of
inquiries of public officials and officers and representatives of the Company and originals or
copies, certified or otherwise identified to our satisfaction, of such other documents, corporate
records and certificates, in each case as we have deemed necessary or appropriate to enable us to
render the opinions expressed herein. We have assumed the genuineness of all signatures on all
documents examined by us, the legal competence and capacity of natural persons, the authenticity of
documents submitted to us as originals, and the conformity with authentic original documents of all
documents submitted to us as copies.
Subject to the foregoing and the other matters and assumptions set forth herein, we are of the
opinion that, as of the date hereof:
1. When (i) the Indenture has been duly executed and delivered by the parties thereto and duly
qualified under the Trust Indenture Act of 1939 and (ii) the Notes have been
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January 14, 2010
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duly executed and authenticated in accordance with the terms of the Indenture and delivered by
the Company upon purchase thereof and payment in full therefor, the Notes will constitute legal,
valid and binding obligations of the Company.
2. When the Guarantees have been duly executed and delivered by the parties thereto in
accordance with the terms of the Indenture, the Guarantees will constitute legal, valid and binding
obligations of the Guarantors.
The opinions set forth in paragraphs (1) and (2) above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights or remedies of creditors, (ii) the effect of general principles of equity,
whether enforcement is considered in a proceeding in equity or at law, (iii) the enforceability
under certain circumstances under law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a liability where such
indemnification or contribution is contrary to public policy, and (iv) we express no opinion as to
(a) any provision for liquidated damages, default interest, late charges, monetary penalties,
make-whole premiums or other economic remedies to the extent such provisions are deemed to
constitute a penalty, (b) consents to, or restrictions upon, governing law, jurisdiction, venue,
arbitration, remedies, or judicial relief, (c) the waiver of rights or defenses, (d) any provision
requiring the payment of attorneys fees, where such payment is contrary to law or public policy,
(e) any provision permitting, upon acceleration of the Notes, collection of that portion of the
stated principal amount thereof which might be determined to constitute unearned interest thereon,
(f) any provision to the extent it requires that a claim with respect to the Securities (or a
judgment in respect of such a claim) be converted into U.S. dollars at a rate of exchange at a
particular date, to the extent applicable law otherwise provides, (g) provisions purporting to make
a guarantor primarily liable rather than as a surety and provisions purporting to waive
modifications or any guaranteed obligation to the extent such modification constitutes a novation,
and (h) the severability, if invalid, of provisions to the foregoing effect.
To the extent that the obligations of the Company under the Indentures are or may be dependent upon
such matters, we have assumed for purposes of this opinion that (i) the Company is duly organized,
validly existing and in good standing under the laws of the State of Ohio, (ii) the Company will be
duly qualified to engage in the activities contemplated by the Indentures, (iii) the Indentures
will be duly authorized, executed and delivered by the Company, and (iv) the Company will have the
requisite organizational and legal power and authority to perform its obligations under the
Indentures.
To the extent that the obligations of the Guarantors under the Guarantees are or may be dependent
upon such matters, we have assumed for purposes of this opinion that (i) the Guarantors are duly
organized, validly existing and in good standing under the laws of their
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respective jurisdiction of organization, (ii) the Guarantors will be duly qualified to engage in the activities contemplated
by the Guarantees, (iii) the Guarantees will be duly authorized, executed and delivered by the
Guarantors, and (iv) the Guarantors will have the requisite organizational and legal power and
authority to perform their respective obligations under the Guarantees.
In rendering the foregoing opinions, we have assumed that: (i) the Registration Statement, and any
amendments thereto, including all necessary post-effective amendments, have become effective under
the Securities Act and such effectiveness not been terminated or rescinded, (ii) a Prospectus
Supplement describing the Securities, to the extent required by applicable law and relevant rules
and regulations of the Commission, has been timely filed with the Commission, (iii) the Board of
Directors of the Company has duly established the terms of the Notes and duly authorized the
issuance and sale of the Notes, in each case, in accordance with the organizational documents of
the Company and applicable law and such authorization is in full force and effect, (iv) the
Securities will be issued and sold in compliance with all applicable federal and state securities
laws and in the manner contemplated by the Registration Statement and the Prospectus Supplement,
and (v) there shall not have occurred any change in law affecting the validity of the Securities.
We have also assumed that none of the terms of the Securities nor the issuance and delivery of the Securities, nor the compliance by the Company or the Guarantors with the terms of
the Securities, will violate any applicable law or public policy or result in a violation of any
provision of any agreement then binding upon the Company or the Guarantors or any restriction
imposed by any court or governmental body having jurisdiction over the Company or the Guarantors.
The opinions expressed herein are limited to the laws of the State of New York and we express no
opinion with respect to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an Exhibit to the Companys Current Report
on Form 8-K to be filed with the Commission on or about the date hereof and to the incorporation by
reference of this opinion in the Registration Statement and to the reference to our firm under the
caption Legal Matters in the Prospectus Supplement. In giving such consent, we do not thereby
admit that we are included in the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Katten Muchin Rosenman LLP
Katten Muchin Rosenman LLP