Attached files

file filename
8-K - 8-K - CENTRAL GARDEN & PET COd12606d8k.htm
EX-1.1 - EX-1.1 - CENTRAL GARDEN & PET COd12606dex11.htm
EX-5.1 - EX-5.1 - CENTRAL GARDEN & PET COd12606dex51.htm
EX-5.4 - EX-5.4 - CENTRAL GARDEN & PET COd12606dex54.htm
EX-5.2 - EX-5.2 - CENTRAL GARDEN & PET COd12606dex52.htm
EX-5.3 - EX-5.3 - CENTRAL GARDEN & PET COd12606dex53.htm
EX-5.6 - EX-5.6 - CENTRAL GARDEN & PET COd12606dex56.htm
EX-99.1 - EX-99.1 - CENTRAL GARDEN & PET COd12606dex991.htm
EX-10.1 - EX-10.1 - CENTRAL GARDEN & PET COd12606dex101.htm

Exhibit 5.5

FENNEMORE CRAIG, P.C.

2394 East Camelback Road, Suite 600

Phoenix, Arizona 85016

(602) 916-5000

November 9, 2015

Central Garden & Pet Company

1340 Treat Blvd., Suite 600

Walnut Creek, CA 94597

 

Re: Senior Note Guarantee by Farnam Companies, Inc.

Ladies and Gentlemen:

We have acted as special Arizona counsel to Farnam Companies, Inc., an Arizona corporation (the “Company”) , in connection with the issuance by the Company and certain other guarantors of a guarantee (the “Guarantee”) relating to $400,000,000 aggregate principal amount of 6.125% Senior Notes due 2023 (the “Notes”) to be issued by Central Garden & Pet Company (“Central”). The Notes and Guarantee are registered under the Registration Statement on Form S-3 (File No. 333-204881) filed with the Securities and Exchange Commission (the “Commission”) on June 11, 2015 and Amendment No. 1 thereto filed on June 23, 2015 (the “Registration Statement”) by Central, as issuer, and certain guarantors, including the Company.

The Notes and the Guarantee will be issued under and pursuant to the base indenture, dated as of March 8, 2010 (the “Base Indenture”), between Central, as issuer, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of November 9, 2015, among Central, other direct and indirect subsidiaries, including the Company, as guarantors (the “Guarantors”), and the Trustee (the “Third Supplemental Indenture”, together with the Base Indenture, shall hereinafter be referred to as the “Indenture”).

As special Arizona counsel to the Company, we have examined executed copies of, but have not participated in the negotiation, preparation or settlement of:

(a) the Indenture;

(b) the Guarantee;

(c) the resolutions adopted by the Board of Directors of the Company pertaining to the authorization, issuance, execution and delivery of the Third Supplemental Indenture and the Guarantee issued pursuant to the Indenture; and

(d) the Registration Statement.


FENNEMORE CRAIG, P.C.

Central Garden & Pet Company

November 9, 2015

Page 2

 

The documents listed in items (a)-(d) above are herein sometimes collectively referred to as the “Documents.”

We have examined such records of the Company, certificates of officers of the Company, public officials and others, as well as originals, copies or facsimiles of such other agreements, instruments, certificates and documents as we have deemed necessary or advisable as a basis for the opinions expressed below. In particular, as to certain matters of fact relevant to the opinions expressed below, we have relied on certificates of officers of the Company, copies of which have been provided to you.

For the purposes of our opinions expressed below, we have assumed (without independent investigation or verification):

(a) the genuineness and authenticity of all signatures (whether on originals or copies of documents);

(b) the legal capacity of all natural persons;

(c) the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as notarial, certified, conformed, photostatic or facsimile copies thereof;

(d) that there have been no erroneous statements of fact made in any certificates of public officials, and we have relied on the completeness and accuracy of the public records and the currency of the information contained therein as of the dates indicated therein, although such records are known on occasion to contain errors and to be otherwise incomplete; and

(e) the completeness and accuracy of all statements of fact set forth in the Documents and all other documents reviewed by us, including without limitations the certificates of officers of the Company.

The opinions expressed below are limited to the published constitutions, treaties, laws, rules, regulations or judicial or administrative decisions of the State of Arizona, in effect as at the date hereof, and the facts and circumstances as they exist on the date hereof, and we express no opinion herein as to the laws, or as to matters governed by the laws, of any other jurisdiction.

Based and relying upon and subject to the foregoing, we are of the opinion that as at the date hereof:


FENNEMORE CRAIG, P.C.

Central Garden & Pet Company

November 9, 2015

Page 3

 

1. The Company has been duly organized and is validly existing and in good standing under the laws of the Arizona and has the corporate power to create the guarantee obligation.

2. The execution and delivery by the Company of the Third Supplemental Indenture and the performance of its obligations thereunder have been duly authorized by all necessary corporate action on the part of the Company and the Third Supplemental Indenture has been duly executed and delivered (to the extent such delivery is governed by the laws of the State of Arizona) by the Company.

3. The Guarantee has been duly authorized, executed and issued by the Company.

Orrick, Herrington & Sutcliffe LLP may rely on this opinion in connection with its opinion, dated the date hereof, and filed with the Commission.

This opinion speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this opinion.

 

Very truly yours,
/S/ Fennemore Craig, P.C.

CWR/JBS