Exhibit 5
| |
|
|
|
|
|
Suite 2800 1100 Peachtree St.
Atlanta GA 30309-4530
t 404 815 6500 f 404 815 6555
www.KilpatrickTownsend.com |
March 23, 2011
Interface, Inc.
2859 Paces Ferry Road
Suite 2000
Atlanta, Georgia 30339
| |
Re: |
|
Registration Statement on Form S-4, File Nos. 333-172045 and 333-172045-01
through 333-172045-24 |
Ladies and Gentlemen:
We have acted as counsel to Interface, Inc., a Georgia corporation (the “Company”), and each
subsidiary of the Company listed on Annex A attached hereto (the “Guarantors”) in connection with
the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the
Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act
of 1933, as amended.
The Registration Statement relates to the issuance by the Company of up to an aggregate
principal amount of $275,000,000 of its 7 5/8% Senior Notes Due 2018, Series B (the “Exchange
Notes”). The Indenture, dated as of December 3, 2010 (the “Indenture”), by and among the Company,
the Guarantors and U.S. Bank National Association, as Trustee (the “Trustee”), provides for the
guarantee of the Exchange Notes by each of the Guarantors to the extent set forth therein (the
guarantees of the Guarantors are referred to herein as the “Guarantees”). The Exchange Notes are
to be issued pursuant to an exchange offer (the “Exchange Offer”) in exchange for a like principal
amount of the issued and outstanding
7 5/8% Senior Notes Due 2018, Series A of the Company under the Indenture and as contemplated
by the Registration Rights Agreement, dated as of December 3, 2010, by and among the Company, the
Guarantors, and the Initial Purchasers named therein (the “Registration Rights Agreement”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Indenture.
This opinion letter is being furnished in accordance with the requirements of Item 21 of Form
S-4 and Item 601(b)(5) of the Commission’s Regulation S-K.
For the purpose of furnishing this letter, we have examined, reviewed and relied upon the
Registration Statement, the Indenture and the Registration Rights Agreement. We have also examined
the originals, or duplicates or certified or conformed copies, of such corporate and company
records, agreements, documents and other instruments, and have made such other investigations, as
we have deemed relevant and necessary for purposes of the opinions
Interface, Inc.
March 23, 2011
Page 2
hereinafter set forth. As to questions of fact material to our opinions, we have relied upon
certificates or comparable documents of public officials and of officers and representatives of the
Company and the Guarantors.
During the course of such examination and review, and in connection with furnishing the
opinions set forth below, we have assumed the accuracy and completeness of all documents and
records that we have reviewed, the genuineness of all signatures, the authority of the person or
persons who executed any such documents on behalf of any person or entity (other than the Company
or any of the Guarantors), the legal capacity of all natural persons, the authenticity of the
documents submitted to us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed or reproduced copies. We have also assumed that
the Indenture is the valid and legally binding obligation of the Trustee.
Based upon the foregoing, and subject to the limitations, qualifications, exceptions and
assumptions set forth herein, we are of the opinion that, when the Registration Statement becomes
effective and the Exchange Notes have been duly executed on behalf of the Company, authenticated by
the Trustee and delivered in accordance with the terms of the Indenture and as contemplated by the
Registration Statement, the Exchange Notes and the Guarantees will constitute valid and binding
obligations of the Company and each of the Guarantors, respectively, subject in each case to the
effects of (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other
similar laws relating to or affecting the rights and remedies of creditors generally (including,
without limitation, the effect of statutory or other laws regarding preferential transferees), and
(ii) general equitable principles (including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding at
law or in equity).
Our examination of matters of law in connection with the opinions expressed herein has been
limited to, and accordingly our opinions expressed herein are limited to, the federal laws of the
United States, the laws of the State of Georgia, the laws of the State of New York, Title 10 of the
Arizona Revised Statutes, Title 1, Division 1 of the California Corporations Code, the General
Corporation Law of the State of Delaware, Michigan Business Corporations Act, Minnesota Business
Corporation Act, Chapter 78 of the Nevada Revised Statutes, the North Carolina Business Corporation
Act, Oregon Business Corporation Act, the Pennsylvania Business Corporation Law of 1988, Virginia
Stock Corporation Act and Texas Corporations Law. We express no opinion with respect to the laws
of any other jurisdiction or, in the case of Arizona, California, Delaware, Michigan, Minnesota,
Nevada, North Carolina, Oregon, Pennsylvania, Virginia and Texas, any other laws.
The opinions in this letter are given as of the later of the date hereof or the effective date
of the Registration Statement, and no further statement, consent or acknowledgement by us shall be
necessary for the extension of our opinions to the effective date of the Registration Statement if
it proves to be later than the date of this letter. However, we expressly disclaim any duty to
update this letter to any date later than such effective date, including if there were to be any
