Please wait
Exhibit 5.1
| |
|
|
|
|
King & Spalding LLP
1185 Avenue of the Americas
New York, New York 10036-4003
www.kslaw.com |
July 13, 2009
Oxford Industries, Inc.
222 Piedmont Avenue NE
Atlanta, Georgia 30308
Re: Oxford Industries, Inc. — Registration Statement on Form S-4 relating to
$150,000,000 aggregate principal amount of 11.375% Senior Secured Notes Due 2015
Ladies and Gentlemen:
We have acted as counsel to Oxford Industries, Inc. (the “Issuer”) and Lionshead Clothing
Company, Oxford Caribbean, Inc., Oxford Garment, Inc., Oxford Lockbox, Inc., Piedmont Apparel
Corporation, SFI of Oxford Acquisition Corporation, Tommy Bahama Group, Inc., Tommy Bahama R&R
Holdings, Inc., Tommy Bahama Beverages, LLC, Ben Sherman Clothing, Inc., Oxford International,
Inc., Oxford of South Carolina, Inc., Viewpoint Marketing, Inc., Tommy Bahama Texas Beverages, Inc.
(collectively the “Guarantors”), in connection with the proposed offer by the Company to exchange
$150,000,000 aggregate principal amount of its 11.375% Senior Secured Exchange Notes due 2015 (the
“New Notes”) for all of its outstanding 11.375% Senior Secured Notes due 2015 (the “Old Notes”).
Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such
terms in the Company’s Registration Statement on Form S-4 (the “Registration Statement”), as filed
with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the
“Securities Act”), with respect to the New Notes.
In our capacity as such counsel, we have reviewed the Indenture (the “Indenture”), dated as of
June 30, 2009, among the Company, the Guarantors and U.S. Bank, National Association, as Trustee
(the “Trustee”). We have also reviewed such matters of law and examined original, certified,
conformed or photographic copies of such other documents, records, agreements and certificates as
we have deemed necessary as a basis for the opinions hereinafter expressed. In such review, we
have assumed the genuineness of signatures on all documents submitted to us as originals and the
conformity to original documents of all copies submitted to us as certified, conformed or
photographic copies. We have relied, as to the matters set forth therein, on certificates of
public officials. As to certain matters of fact material to this opinion, we have
relied, without
independent verification, upon certificates of the Company, and of certain officers of the Company.
Based upon and subject to the foregoing, and subject to the assumptions, qualifications and
limitations set forth herein, we are of the opinion that:
1. the New Notes have been duly authorized by the Company and, when the Registration
Statement has become effective and the New Notes have been duly executed, authenticated,
issued and delivered in accordance with the terms of the Registration Rights Agreement and
the Indenture, such New Notes will be legally issued by the Company and will constitute the
valid and legally binding obligations of the Company, enforceable against the Company in
accordance with their terms, subject as to the enforcement of remedies to bankruptcy,
insolvency, reorganization, receivership, moratorium, fraudulent conveyance or similar laws
relating to or affecting the enforcement of creditors’ rights generally or by equitable
principles relating to enforceability; and
2. when the New Notes have been duly executed, authenticated, issued and delivered in
accordance with the terms of the Registration Rights Agreement and the Indenture, each
Guarantee will constitute the valid and legally binding obligation of its respective
Guarantor signatory, enforceable against such Guarantor in accordance with its terms,
subject as to the enforcement of remedies to bankruptcy, insolvency, reorganization,
receivership, moratorium, fraudulent conveyance or similar laws relating to or affecting the
enforcement of creditors’ rights generally or by equitable principles relating to
enforceability.
In connection with our opinion above, we have assumed that at or prior to the time of delivery
of the New Notes, the authorization of the New Notes will be applicable to each New Note, will not
be modified or rescinded and there will not have occurred any change in the law affecting the
validity or enforceability of such New Notes. We have also assumed that the issuance and delivery
of the New Notes will not, at or prior to the time of delivery of the New Notes, violate any
applicable law and will not, at or prior to the time of delivery of the New Notes, result in a
violation of any provision of any instrument of agreement then binding on the Company, or any
restriction imposed by any court or governmental body having jurisdiction over the Company.
Insofar as this opinion relates to the guarantee by the Guarantors under their respective
Guarantees, we have assumed the adequacy of the consideration that supports the agreements of the
Guarantors and the solvency and adequacy of capital of the Guarantors.
This opinion is limited in all respects to the federal laws of the United States of America,
the laws of the States of New York, Georgia and Texas, the General Corporation Law of the State of
Delaware and the Delaware Limited Liability Company Act, and no opinion is expressed with respect
to the laws of any other jurisdiction or any effect that such laws may have on the opinions
expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied
or may be inferred beyond the matters expressly stated herein. We have relied on
opinions of
Parker Poe Adams & Bernstein LLP and Gray-Robinson, P.A., as to certain matters of South Carolina
and Florida law, respectively.
This opinion is given as of the date hereof, and we assume no obligation to advise you after
the date hereof of facts or circumstances that come to our attention or changes in law that occur
which could affect the opinions contained herein. This letter is being rendered solely for the
benefit of the Company in connection with the matters addressed herein. This opinion may not be
furnished to or relied upon by a person or entity for any purpose without our prior written
consent.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to this firm as having
passed on the validity of the New Notes under the caption “Legal Matters” in the Registration
Statement.
Very truly yours,
/s/ King & Spalding LLP