Attached files
file | filename |
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8-K - FORM 8-K - Keurig Dr Pepper Inc. | d78800e8vk.htm |
EX-4.1 - EX-4.1 - Keurig Dr Pepper Inc. | d78800exv4w1.htm |
EX-4.2 - EX-4.2 - Keurig Dr Pepper Inc. | d78800exv4w2.htm |
Exhibit 5.1
2001 ROSS AVENUE DALLAS, TEXAS 75201-2980 TEL +1 214.953.6500 FAX +1 214.953.6503 www.bakerbotts.com |
ABU DHABI AUSTIN BEIJING DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK PALO ALTO RIYADH WASHINGTON |
January 11, 2011
Dr Pepper Snapple Group, Inc.
5301 Legacy Drive
Plano, Texas 75024-3109
5301 Legacy Drive
Plano, Texas 75024-3109
Ladies and Gentlemen:
In connection with the issuance by Dr Pepper Snapple Group, Inc., a Delaware corporation (the
Company), of $500,000,000,000 aggregate principal amount of 2.900% Senior Notes due 2016 (the
Notes), and the issuance by the guarantors named in Schedule I hereto (the Guarantors) of
guarantees of the Notes (the Guarantees and, together with the Notes, the Securities) pursuant
to (i) the Registration Statement on Form S-3 (Registration No. 333-163697) (the Registration
Statement), which was filed by the Company with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933, as amended (the Act) on December 14, 2009, and
(ii) the related prospectus dated December 14, 2009, as supplemented by the prospectus supplement
relating to the sale of the Notes dated January 6, 2011 (as so supplemented, the Prospectus), as
filed by the Company with the Commission pursuant to Rule 424(b) under the Act on January 7, 2011,
certain legal matters with respect to the Notes are being passed upon for the Company by us. At
your request, this opinion is being furnished to you for filing as Exhibit 5.1 to the Companys
Current Report on Form 8-K to be filed with the Commission on the date hereof (the Form 8-K).
The Securities are to be issued pursuant to the Indenture, dated December 15, 2009, between
the Company and Wells Fargo Bank, N.A., as trustee (the Trustee), as supplemented by a
supplemental indenture (the Second Supplemental Indenture), dated the date hereof (as so
supplemented, the Indenture).
In our capacity as your counsel in the connection referred to above, we have examined
originals, or copies certified or otherwise identified, of (i) the Underwriting Agreement, dated
January 6, 2011 (the Underwriting Agreement), among the Company and the several Underwriters
named in Schedule II to the Underwriting Agreement (the Underwriters), relating to the issuance
and sale of the Securities; (ii) the Indenture, (iii) the global note representing the Notes, (iv)
the Registration Statement and the Prospectus, (v) the Amended and Restated Articles of
Incorporation and Amended and Restated By-Laws of the Company, each as amended to date, (vi)
certain corporate records of the Company, including certain resolutions of the Board of Directors
and the Capital Transaction Committee of the Board of Directors of the Company, as furnished to us
by the Company, (vii) certificates of public officials and of representatives of the Company, (vii)
statutes and (ix) other instruments and documents, all as a basis for the opinions hereinafter
expressed. In giving such opinions, we have relied upon certificates, statements or other
representations of officers or authorized agents
of the Company and of governmental and public officials with respect to the accuracy of the
factual matters contained therein or covered thereby.
In making our examination, we have assumed the due execution and delivery of the Second
Supplemental Indenture and the Guarantees, and we have assumed, without independent investigation,
that the signatures on all documents examined by us are genuine, all documents submitted to us as
originals are authentic and complete, that all documents submitted to us as copies are true and
correct copies of the originals thereof and that all information submitted to us was accurate and
complete.
In connection with this opinion,
we have also assumed that (i) each of the Guarantors is validly
existing and in good standing in the jurisdiction in which it was formed and has the full power and authority to execute and deliver the Second Supplemental
Indenture and the Guarantees and to perform its obligations thereunder, (ii) all action required to
be taken by each of the Guarantors for the due and proper authorization, execution and delivery of
the Second Supplemental Indenture and the Guarantees and the consummation of the transactions
contemplated thereby has been duly and validly taken, and (iii) the Notes will be issued and sold in
compliance with applicable federal and state securities laws and in the manner set forth in the
Registration Statement and Prospectus.
On the basis of the foregoing, and subject to the assumptions, limitations, qualifications and
exceptions set forth herein, we are of the opinion that (i) the Notes will, when duly executed,
issued and delivered by the Company and authenticated and delivered by the Trustee in accordance
with the terms of the Indenture and duly purchased and paid for by the Underwriters in accordance
with the terms of the Underwriting Agreement, constitute legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms, except as that the
enforcement thereof may be subject to (a) any bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors
rights generally, (b) general principles of equity and public policy (regardless of whether
enforcement is sought in a proceeding at law or in equity) and (c) any implied covenants of good
faith and fair dealing (collectively, the Enforceability Exceptions), and (ii) the Guarantees
will, when duly executed and delivered by the Guarantors, constitute valid and binding obligations
of the Guarantors, enforceable against the Guarantors in accordance with their terms, subject to
the Enforceability Exceptions.
We express no opinion as to the enforceability of any provision in the Indenture, to the
extent relating to: (i) any failure to comply with requirements concerning notices, relating to
delay or omission to enforce rights or remedies or purporting to waive or affect rights, claims,
defenses or other benefits to the extent that any of the same cannot be waived or so affected under
applicable law or (ii) indemnities or exculpation from liability to the extent prohibited by
federal or state laws and the public policies underlying those laws or that might require
indemnification for, or exculpation from liability on account of, negligence, willful misconduct,
unlawful acts, fraud or illegality of an indemnified or exculpated party.
We limit the opinions set forth above in all respects to matters of the General Corporation
Law of the State of Delaware, the contract law of the State of New York and federal
law of the United States, each as in effect on the date hereof, and no opinion is expressed
herein as to any matters governed by the law of any other jurisdiction.
We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Form 8-K. We
also consent to the reference to our Firm under the heading Legal Matters in the Prospectus. In
giving this consent, we do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
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/s/ Baker Botts L.L.P. | ||||
SCHEDULE I
LIST OF GUARANTORS
234DP Aviation, LLC
A&W Concentrate Company
Americas Beverages Management GP
AmTrans, Inc.
Berkeley Square US, Inc.
Beverage Investments LLC
Beverages Delaware Inc.
DP Beverages Inc.
DPS Americas Beverages, LLC
DPS Beverages, Inc.
DPS Finance II, Inc.
DPS Holdings Inc.
Dr Pepper/Seven-Up Beverage Sales Company
Dr Pepper/Seven Up Manufacturing Company
Dr Pepper/Seven Up, Inc.
High Ridge Investments US, Inc.
International Beverage Investments GP
International Investments Management LLC
Motts General Partnership
Motts LLP
MSSI LLC
Nantucket Allserve, Inc.
Nuthatch Trading US, Inc.
Pacific Snapple Distributors, Inc.
Royal Crown Company, Inc.
Snapple Beverage Corp.
Splash Transport, Inc.
The American Bottling Company
A&W Concentrate Company
Americas Beverages Management GP
AmTrans, Inc.
Berkeley Square US, Inc.
Beverage Investments LLC
Beverages Delaware Inc.
DP Beverages Inc.
DPS Americas Beverages, LLC
DPS Beverages, Inc.
DPS Finance II, Inc.
DPS Holdings Inc.
Dr Pepper/Seven-Up Beverage Sales Company
Dr Pepper/Seven Up Manufacturing Company
Dr Pepper/Seven Up, Inc.
High Ridge Investments US, Inc.
International Beverage Investments GP
International Investments Management LLC
Motts General Partnership
Motts LLP
MSSI LLC
Nantucket Allserve, Inc.
Nuthatch Trading US, Inc.
Pacific Snapple Distributors, Inc.
Royal Crown Company, Inc.
Snapple Beverage Corp.
Splash Transport, Inc.
The American Bottling Company