Attached files

file filename
8-K - FORM 8-K - Domtar CORPd401085d8k.htm
EX-5.2 - OPINION OF QUARLES & BRADY LLP - Domtar CORPd401085dex52.htm
EX-1.1 - UNDERWRITING AGREEMENT - Domtar CORPd401085dex11.htm
EX-5.3 - OPINION OF RICHARDS, LAYTON & FINGER, P.A. - Domtar CORPd401085dex53.htm
EX-4.1 - EIGHTH SUPPLEMENTAL INDENTURE - Domtar CORPd401085dex41.htm

Exhibit 5.1

August 23, 2012

Domtar Corporation

395 de Maisonneuve Blvd. West

Montreal, QC

Canada H3A 1L6

Registration Statement on Form S-3 of

Domtar Corporation

Ladies and Gentlemen:

This opinion is furnished to you in connection with the Registration Statement on Form S-3 (File No. 333-183410) (the “Registration Statement”), including the preliminary prospectus, dated August 20, 2012, and the prospectus, dated August 20, 2012 (the “Prospectus”), filed with the Securities and Exchange Commission (the “Commission”) relating to the issuance and sale by Domtar Corporation, a Delaware corporation (the “Company”), of $250,000,000 aggregate principal amount of its 6.25% Notes due 2042 (the “Securities”). The Securities are fully and unconditionally guaranteed (the “Guarantees”) by the Guarantors listed on Schedule A hereto (collectively, the “Subsidiary Guarantors”).

The Securities have been issued pursuant to the Indenture, dated as of November 19, 2007 (the “Original Indenture”), among the Company, Domtar Paper Company, LLC and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), as previously supplemented and amended and as further supplemented and amended by the Eighth Supplemental Indenture, dated as of August 23, 2012, among the Company, the Guarantors and the Trustee providing for the Securities (the Original Indenture, as previously supplemented and amended and as further supplemented and amended by such Eighth Supplemental Indenture, is referred to herein as the “Indenture”).

In rendering the opinions expressed below, (a) we have examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents, and records and such other instruments and certificates of public officials, officers and representatives of the Company and others as we have deemed necessary or appropriate for the purposes of such opinions, (b) we have examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials, officers and representatives of the Company and others delivered to us and (c) we have made such investigations of law as we have deemed necessary or appropriate as a basis for such opinion. In rendering the opinion expressed below, we have assumed, with your permission, without independent


Domtar Corporation   2   August 23, 2012

 

investigation or inquiry, (i) the authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents submitted to us as certified, conformed or reproduction copies, (iv) the legal capacity of all natural persons executing documents, (v) the power and authority of the Trustee to enter into and perform its obligations under the Indenture, (vi) the due authorization, execution and delivery of the Indenture by the Trustee, (vii) the enforceability of the Indenture against the Trustee and (viii) that the Securities have been duly authenticated on behalf of the Trustee in the manner provided in the Indenture.

Based upon and subject to the foregoing and the assumptions, qualifications and limitations set forth below, we are of the opinion that the Securities constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and the Guarantees constitute valid and binding obligations of the Subsidiary Guarantors, enforceable against each Subsidiary Guarantor in accordance with their terms.

Our opinion is subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law), and (iii) concepts of good faith, reasonableness and fair dealing, and standards of materiality.

The opinions expressed herein are limited to the laws of the State of New York and the federal laws of the United States of America, as currently in effect, and we do not express any opinion herein concerning any other laws.

In rendering the opinion expressed above with respect to the Securities and the Guarantees (i) we have relied, as to all matters relating to the laws of the State of Wisconsin, on the opinion of Quarles & Brady LLP, delivered to you today, and (iv) we have relied, as to all matters relating to the laws of the State of Delaware, on the opinion of Richards, Layton & Finger, P.A., delivered to you today.


Domtar Corporation   3   August 23, 2012

 

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed on August 23, 2012, incorporated by reference in the Registration Statement and to the reference to our firm under the caption “Legal matters” in the Prospectus. In giving such consent, we do not thereby concede that we are within 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,

/s/ Debevoise & Plimpton LLP

Debevoise & Plimpton LLP


Domtar Corporation   4   August 23, 2012

 

Schedule A

 

 

Subsidiary Guarantor

 

  

 

State of Organization

 

   
Ariva Distribution, Inc.    New York
   
Attends Healthcare Products, Inc.    Delaware
   
Domtar AI, Inc.    Delaware
   
Domtar A.W., LLC    Delaware
   
Domtar Delaware Holdings, LLC    Delaware
   
Domtar Delaware Investments Inc.    Delaware
   
Domtar Industries LLC    Delaware
   
Domtar Paper Company LLC    Delaware
   
Domtar Wisconsin Dam Corp.    Wisconsin
   
EAM Corporation    Delaware
   
E.B. Eddy Paper, Inc.    Delaware