Attached files

file filename
EX-5.7 - EX-5.7 - CENTRAL GARDEN & PET COd474367dex57.htm
EX-5.6 - EX-5.6 - CENTRAL GARDEN & PET COd474367dex56.htm
EX-5.5 - EX-5.5 - CENTRAL GARDEN & PET COd474367dex55.htm
EX-5.4 - EX-5.4 - CENTRAL GARDEN & PET COd474367dex54.htm
EX-5.3 - EX-5.3 - CENTRAL GARDEN & PET COd474367dex53.htm
EX-5.1 - EX-5.1 - CENTRAL GARDEN & PET COd474367dex51.htm
EX-4.2 - EX-4.2 - CENTRAL GARDEN & PET COd474367dex42.htm
EX-4.1 - EX-4.1 - CENTRAL GARDEN & PET COd474367dex41.htm
8-K - 8-K - CENTRAL GARDEN & PET COd474367d8k.htm

Exhibit 5.2

 

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LOW OFFICES

 

15 West South Temple

Suite 1200

Gateway Tower West

Salt Lake City, UT 84101

801.257.1900

801.257.1800 (Fax)

www.swlaw.com

  

DENVER

 

LAS VEGAS

 

LOS ANGELES

 

LOS CABOS

 

ORANGE COUNTY

 

PHOENIX

 

RENO

 

SALT LAKE CITY

 

TUCSON

December 14, 2017

Central Garden & Pet Company

1340 Treat Blvd., Suite 600

Walnut Creek, CA 94597

Ladies and Gentlemen:

We have acted as special Utah counsel for IMS Southern, LLC, a Utah limited liability company (“IMS Southern”), IMS Trading, LLC, a Utah limited liability company (“IMS Trading”), Quality Pets, LLC, a Utah limited liability company (“Quality Pets”), and Midwest Tropicals LLC, a Utah limited liability company (“Midwest Tropicals”) (IMS Trading, IMS Southern, Quality Pets and Midwest Tropicals being collectively referred to herein as the “Utah Subsidiaries”), in connection with the guarantee by each of the Utah Subsidiaries on the terms and subject to the conditions set forth in the Indenture (defined below) (collectively, the “Guarantees”) relating to $300,000,000 aggregate principal amount of 5.125% Senior Notes due 2028 (the “Notes”) to be issued by Central Garden & Pet Company, a Delaware corporation (“Central”). The Notes and Guarantees are registered under the Registration Statement on Form S-3 (File No. 333-221935) filed with the Securities and Exchange Commission (the “Commission”) on December 7, 2017 (the “Registration Statement”), by Central, as issuer, and certain guarantors, including the Utah Subsidiaries.

The Notes and the Guarantees will be issued under and pursuant to the base indenture, dated as of March 8, 2010 (as supplemented prior to the date hereof, the “Base Indenture”), between Central, as issuer, and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as further supplemented by the Seventh Supplemental Indenture, dated as of December 14, 2017, among Central, other direct and indirect subsidiaries of Central, including the Utah Subsidiaries, as guarantors (the “Guarantors”) and the Trustee (the “Seventh Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

In rendering the opinions expressed below, we have examined and relied on originals or copies, certified or otherwise, identified to our satisfaction of, but have not participated in the negotiation, preparation or settlement of, the following documents:

a. The Indenture; and

b. The Guarantees, whose terms are set forth in the Indenture.

Snell & Wilmer is a member of LEX MUNDI, The Leading Association of Independent Law Firms.


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We have also examined the following:

A.    A certified copy of the Certificate of Organization of IMS Trading (as amended, the “IMS Trading Formation Certificate”) as provided by the Utah Department of Commerce, Division of Corporations and Commercial Code (the “Division”) on December 8, 2017, including (i) the Certificate of Organization, as filed with the Division on April 14, 2015, under the name “Central Pet Products Procurement, LLC” and (ii) the Amendment to the Certificate of Organization, as filed with the Division on August 10, 2015 and changing the name of the IMS Trading to “IMS Trading, LLC”;

B.    The Limited Liability Company Agreement of IMS Trading under its former name “Central Pet Products Procurement, LLC,” dated June 9, 2015 (the “IMS Trading Operating Agreement” and, together with the IMS Trading Formation Certificate, the “IMS Trading Organizational Documents”);

C.    A Certificate of Existence issued by the Division on December 8, 2017, indicating that as of such date IMS Trading was in good standing in the State of Utah (the “IMS Trading Good Standing Certificate”);

D.    A certified copy of the Certificate of Organization of IMS Southern (the “IMS Southern Formation Certificate”), as provided by the Division on December 8, 2017, as filed with the Division on October 13, 2015;

E.    The Limited Liability Company Agreement of IMS Southern, dated October 13, 2015 (the “IMS Southern Operating Agreement” and, together with the IMS Southern Formation Certificate, the “IMS Southern Organizational Documents”);

F.    The Certificate of Existence issued by the Division on December 8, 2017, indicating that as of such date IMS Southern was in good standing in the State of Utah (the “IMS Southern Good Standing Certificate”);

G.    A certified copy of the Certificate of Organization of Midwest Tropicals (the “Midwest Tropicals Formation Certificate”), as provided by the Division on December 8, 2017, as filed with the Division on September 25, 2017;

H.    The Limited Liability Company Agreement of Midwest Tropicals, dated September 25, 2017 (the “Midwest Tropicals Operating Agreement” and, together with the Midwest Tropicals Formation Certificate, the “Midwest Tropicals Organizational Documents”);

I.    The Certificate of Existence issued by the Division on December 8, 2017, indicating that as of such date Midwest Tropicals was in good standing in the State of Utah (the “Midwest Tropicals Good Standing Certificate”);

J.    A certified copy of the Certificate of Organization of Quality Pets (the “Quality Pets Formation Certificate,” and together with the IMS Trading Formation Certificate, the IMS Southern Formation Certificate and the Midwest Tropicals Formation Certificate, the “Formation Certificates”), as provided by the Division on December 8, 2017, as filed with the Division on August 2, 2017;


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K.    The Limited Liability Company Agreement of Quality Pets, dated August 2, 2017 (the “Quality Pets Operating Agreement” and, together with the Quality Pets Formation Certificate, the “Quality Pets Organizational Documents”, and together with the IMS Trading Organizational Documents, the IMS Southern Organizational Documents and the Midwest Tropicals Organizational Documents, the “Organization Documents”);

L.    The Certificate of Existence issued by the Division on December 8, 2017, indicating that as of such date Quality Pets was in good standing in the State of Utah (the “Quality Pets Good Standing Certificate,” and together with the IMS Trading Good Standing Certificate, the IMS Southern Good Standing Certificate and the Midwest Tropicals Good Standing Certificate, the “Utah Good Standing Certificates”);

M.    The (i) Action by Written Consent of the Manager of IMS Trading, dated as of November 8, 2017, (ii) Action by Written Consent of the Manager of IMS Southern, dated as of November 8, 2017, (iii) Action by Written Consent of the Manager of Midwest Tropicals, dated as of November 8, 2017 and (iv) Action by Written Consent of the Manager of Quality Pets, dated as of November 8, 2017 (collectively, the “Authorizing Resolutions”);

N.    The (i) Secretary’s Certificate of IMS Trading, dated December 14, 2017, (ii) Secretary’s Certificate of IMS Southern, dated December 14, 2017, (iii) Secretary’s Certificate of Midwest Tropicals, dated December 14, 2017, and (iv) Secretary’s Certificate of Quality Pets, dated December 14, 2017 (collectively, the “Officer’s Certificates”); and

O.    The Opinion Certificate executed by an Officer of each of the Utah Subsidiaries, dated as of December 14, 2017, with respect to certain factual matters relating to this opinion letter (the “Opinion Certificate”)

The Indenture purports to be governed by and construed in accordance with the laws of the State of New York. Notwithstanding the forgoing, the opinions expressed herein are based and are limited to the laws of the State of Utah. We have made no independent investigation of the laws of any state other than the State of Utah, and we do not purport to express any opinion concerning the laws of any state other than the State of Utah.

Based upon the foregoing, but subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

1. Each of the Utah Subsidiaries is validly existing as a limited liability company in good standing under the laws of the State of Utah.

2. Each of the Utah Subsidiaries has the requisite limited liability company power and authority to execute and deliver the Seventh Supplemental Indenture and its Guarantee and to perform its obligations thereunder.


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3. Each of the Utah Subsidiaries has taken all limited liability company action necessary to authorize the execution and delivery of, and the performance of its obligations under, the Seventh Supplemental Indenture and the Guarantees. The Seventh Supplemental Indenture has been duly executed and delivered by each of the Utah Subsidiaries. Each of the Utah Subsidiaries has duly executed and delivered the Guarantee.

In rendering the foregoing opinions, we have assumed, with your consent, without investigation:

(a) the genuineness of all signatures and the authenticity of all documents submitted to us as originals,

(b) the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies,

(c) the truth, accuracy and completeness (without independent investigation or verification) as of the date hereof as to factual matters of the information, representations, warranties and statements contained in the records, documents, instruments and certificates we have reviewed in connection with rendering the opinions set forth herein.

(d) The legal capacity of all natural persons who executed the Seventh Supplemental Indenture and the Officer’s Certificates;

(e) There are no oral or written statements or agreements by any of the parties to the Indenture that modify, amend, or vary, or purport to modify, amend, or vary, any of the terms of the Indenture;

(f) All parties (other than the Utah Subsidiaries) had all requisite power and authority to execute and deliver the Indenture and all other agreements, documents, instruments and certificates examined by us; and

(g) The due authorization by all requisite action, and the due execution and delivery by all parties (other than the Utah Subsidiaries) of the Indenture and all other agreements, documents, instruments and certificates, and the validity and binding effect and enforceability thereof against all parties in accordance with their respective terms.

The opinions set forth above are subject to the following qualifications, comments and limitations:

(i) This opinion letter is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. The opinions expressed in this letter are based upon the law in effect, and factual matters as they exist, on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by any legislative action, judicial decision or otherwise.


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(ii) To the extent that the Indenture is incomplete, contain blanks, or refer to other agreements or documents, we express no opinion as to what effect, if any, such incomplete matters, blanks, or other items may have on the matters covered by this letter. In addition, to the extent that the Indenture refers to or incorporates by reference any other document or item, we express no opinion as to such other document or item or as to the effect, if any, such reference or incorporations by reference may have on the matters covered by this letter.

(iv) Our opinion at Paragraph 1 is based solely upon the Utah Good Standing Certificates.

(v) Our opinion at Paragraph 2 is based solely upon our review of the Organization Documents, the Officer’s Certificates and the Opinion Certificate.

The opinions set forth herein are given as of the date hereof, and are intended to apply only to those facts and circumstances that exist as of the date hereof. We assume no obligation or responsibility to update or supplement our opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur, or to inform the addressee of any change in circumstances occurring after the date hereof that would alter the opinions rendered herein.

This opinion is limited to the matters set forth herein, and no opinion may be inferred or is implied beyond the matters expressly contained herein. We hereby consent to the reference to us under the heading “Legal Matters” in the Prospectus Supplements filed by Central with the Commission on December 7, 2017 and December 11, 2017 and to the filing of this opinion letter as an exhibit to Central’s Form 8-K filed with the Commission on the date hereof. In giving this consent, we do not admit that we are within the category of person whose consent is required pursuant to Section 7 of the Securities Act of 1933, as amended.

 

Very truly yours,
/s/ Snell & Wilmer L.L.P.
SNELL & WILMER L.L.P.