EX-5.0 6 dex50.htm OPINION OF PILLSBURY WINTHROP LLP AS TO THE VALIDITY OF THE NEW NOTES Opinion of Pillsbury Winthrop LLP as to the validity of the new notes

EXHIBIT 5.0

 

[Pillsbury Winthrop LLP Letterhead]

 

January 13, 2004

 

Silgan Holdings Inc.

4 Landmark Square

Stamford, CT 06901

 

Re: Registration Statement on Form S-4

      of Silgan Holdings Inc.                    

 

Gentlemen:

 

We have acted as counsel to Silgan Holdings Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-4 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to up to $200 million aggregate principal amount of the Company’s 6¾% Senior Subordinated Notes due 2013 (the “New Notes”) to be issued by the Company in exchange for an equal aggregate principal amount of its outstanding 6¾% Senior Subordinated Notes due 2013. The New Notes will be issued pursuant to an Indenture dated as of November 14, 2003 (the “Indenture”), between the Company, as Issuer, and National City Bank, N.A., as Trustee.

 

We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for this opinion. In rendering this opinion, we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, the New Notes will be properly authenticated by the manual signature of an authorized representative of the Trustee, and the signatures on all documents examined by us are genuine, which assumptions we have not independently verified. Based upon the foregoing, we are of the opinion that the New Notes have been duly authorized and, when issued and sold in accordance with the Registration


Statement and the Indenture, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, and entitled to the benefits of the Indenture, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting or relating to the rights of creditors generally, by general principles of equity (regardless of whether considered in a proceeding in equity or at law) and by requirements of reasonableness, good faith and fair dealing.

 

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we express no opinion as to the effect of the laws of any other jurisdiction.

 

The opinion expressed herein is solely for your benefit and may not be relied upon in any manner or for any purpose by any other person without our express written consent.

 

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby admit 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 Securities and Exchange Commission promulgated thereunder.

 

Very truly yours,

 

/s/ Pillsbury Winthrop LLP

 

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