Exhibit 5.1
Alston&Bird
llp
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
www.alston.com
March 10, 2008
Graphic Packaging Holding Company
814 Livingston Court
Marietta, Georgia 30067
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Re: |
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Post Effective Amendment No. 1 to Form S-4 Registration Statement on Form S-8
filed by Graphic Packaging Holding Company |
Ladies and Gentlemen:
We have acted as counsel for Graphic Packaging Holding Company, a Delaware corporation (the
Company), in connection with the referenced Post Effective Amendment No. 1 to the Registration
Statement on Form S-4 on Form S-8 (the Registration Statement) being filed by the Company with
the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as
amended, (the Securities Act) and covering 29,248,878 shares of the Companys common stock, par value
$0.01 per share (the Shares), that may be issued pursuant to the plans identified on the cover
page to the Registration Statement (the Assumed Plans), which were assumed by the Company in
connection with its merger with Giant Merger Sub, Inc. (Merger Sub), pursuant to the Transaction
Agreement and Agreement and Plan of Merger dated as of July 9, 2007 by and among Graphic Packaging
Corporation, Merger Sub, Bluegrass Container Holdings, LLC, TPG Bluegrass IV, L.P., TPG Bluegrass
IV AIV 2, L.P., TPG Bluegrass V, L.P., TPG Bluegrass V AIV 2, L.P., Field Holdings, Inc., TPG
FOF V-A, L.P., TPG FOF V-B, L.P., BCH Management, LLC and the Company. This Opinion Letter is
rendered pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
We
have examined the Restated Certificate of Incorporation of the
Company, the Amended and Restated By-Laws of the Company,
records of proceedings of the Board of Directors, or committees
thereof, and the stockholders of
the Company deemed by us to be relevant to this opinion letter, the Assumed Plans and the
Registration Statement. We also have made such further legal and factual examinations and
investigations as we deemed necessary for purposes of expressing the opinions set forth herein.
As to certain factual matters relevant to this opinion letter, we have relied conclusively
upon originals or copies, certified or otherwise identified to our satisfaction, of such other
records, agreements, documents and instruments, including certificates or comparable documents of
officers of the Company and of public officials, as we have deemed appropriate as a basis for the
opinion hereinafter set forth. Except to the extent expressly set forth herein, we have made no
independent investigations with regard to matters of fact, and, accordingly, we do not
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express any
opinion as to matters that might have been disclosed by independent verification. In our
examination of relevant documents, we have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the accuracy and completeness of all documents submitted to
us, the authenticity of all original documents and the conformity to authentic original documents
of all documents submitted to us as copies (including telecopies).
Our opinion set forth below is limited to the General Corporation Law of the State of
Delaware, applicable provisions of the Constitution of the State of Delaware and reported judicial
decisions interpreting such General Corporation Law and Constitution, and we do not express any
opinion herein concerning any other laws.
This opinion letter is provided for use solely in connection with the filing of the
Registration Statement and may not be used, circulated, quoted or otherwise relied upon for any
other purpose without our express written consent. The only opinion rendered by us consists of
those matters set forth in the sixth paragraph hereof, and no opinion may be implied or inferred
beyond those expressly stated. Our opinion expressed herein is as of the date hereof, and we
undertake no obligation to advise you of any changes in applicable law or any other matters that
may come to our attention after the date hereof that may affect our opinion expressed herein.
Based on the foregoing, it is our opinion that the Shares are duly authorized for issuance,
and, when issued by the Company in accordance with the terms of the Assumed Plans, will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion letter as an exhibit to the Registration Statement
and to the use of our name wherever appearing in the Registration Statement. In giving such
consent, we do not thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of the Commission
thereunder.
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Sincerely,
ALSTON & BIRD LLP
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By: |
/s/ William
Scott Ortwein |
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A Partner |
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