EX-5.2 3 w15412exv5w2.htm OPINION OF VORYS, SATER, SEYMOUR AND PEASE LLP exv5w2
 

[Letterhead of]
VORYS, SATER, SEYMOUR AND PEASE LLP
[Columbus, Ohio Office]
Exhibit 5.2
December 16, 2005
IKON Office Solutions, Inc.
70 Valley Stream Parkway
Malvern, PA 19355
Ladies and Gentlemen:
     We have acted as special Ohio counsel to IKON Office Solutions, Inc., an Ohio corporation (the “Company”), in connection with the registration statement on Form S-4 (the “Registration Statement”) being filed the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and exchange of up to $225,000,000 aggregate principal amount of new 73/4% Senior Notes due 2015 (the “Exchange Notes”) for a like principal amount of outstanding 73/4% Senior Notes due 2015 which have certain transfer restrictions. The Exchange Notes are to be issued pursuant to the Indenture dated September 21, 2005, between the Company and The Bank of New York as Trustee (the “Indenture”).
     As such counsel, we have examined such matters of fact and questions of law we considered appropriate for purposes of rendering the opinions expressed below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We have been furnished with, and with your consent have relied upon, a certificate of an officer of the Company of even date herewith with respect to certain factual matters. The opinions expressed herein are limited to the laws of the State of Ohio, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
     Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that, as of the date hereof (or as of the date of any certificate stated to have been examined or otherwise relied upon by us):

 


 

IKON Office Solutions, Inc.
December 16, 2005
Page 2
  1.   The Indenture has been duly authorized, executed and delivered by the Company.
 
  2.   The Exchange Notes have been duly authorized by the Company.
     This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement, to the incorporation by reference of this opinion into any registration statement of the Company filed pursuant to Rule 462(b) of the Securities Act in relation to the Registration Statement, and to the reference to our firm under the caption “Legal Matters” in the prospectus included therein.
Very truly yours,
/s/ VORYS, SATER, SEYMOUR AND PEASE LLP