Attached files
Exhibit 5.1
SIMPSON THACHER & BARTLETT LLP
425 LEXINGTON AVENUE
NEW YORK, NY 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
November 3, 2010
Graham Packaging Company Inc.
2401 Pleasant Valley Road
York, Pennsylvania 17402
Ladies and Gentlemen:
We have acted as counsel to Graham Packaging Company Inc., a Delaware corporation (the Company), in connection with the Registration Statement on Form S-1 (the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to an aggregate of up to 6,507,550 shares of common stock, par value $0.01 per share (the Common Stock) of the Company (the Shares) that may be sold by the selling stockholders listed in the Registration Statement (the Selling Stockholders), of which (a) 209,271 Shares (the Existing Shares) are currently held by the Selling Stockholders, and (b) 6,298,279 Shares (the Exchanged Shares) are issuable by the Company upon exchange of limited partnership units (the Partnership Units) of Graham Packaging Holdings Company, a Pennsylvania limited partnership, pursuant to the Exchange Agreement, dated as of February 10, 2010, by and among the Company, Graham Packaging Holdings Company, Graham Packaging Corporation and GPC Holdings, L.P. (the Exchange Agreement). The Existing Shares may be sold or delivered, and the Exchanged Shares may be issued, sold or delivered, from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the Prospectus) and supplements to the Prospectus and pursuant to Rule 415 under the Securities Act.
We have examined the Registration Statement and a form of the share certificate representing the Common Stock of the Company, which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that (1) the Existing Shares are validly issued, fully paid and nonassessable, and (2) when the Exchanged Shares are issued in exchange for Partnership Units in accordance with the Exchange Agreement, the Exchanged Shares will be validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus included in the Registration Statement.
Very truly yours, |
/s/ Simpson Thacher & Bartlett |
SIMPSON THACHER & BARTLETT LLP |