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Exhibit 5.2
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HUNTON & WILLIAMS LLP |
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RIVERFRONT PLAZA, EAST TOWER |
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951 EAST BYRD STREET |
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RICHMOND, VIRGINIA 23219-4074 |
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TEL 804 • 788 • 8200 |
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FAX 804 • 788 • 8218 |
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FILE 77199.2 |
October 24, 2011
Grifols, S.A.
Avinguda de la Generalitat, 152-158
Parc de Negocis Can Sant Joan
Sant Cugat del Vallès 08174
Barcelona, Spain
Grifols Inc.:
Exchange Offer
Ladies and Gentlemen:
We have acted as special counsel in the Commonwealth of Virginia to Grifols Inc., a Virginia
corporation (the “Company”), in connection with the registration, pursuant to a
registration statement on Form F-4 (as may be amended from time to time, the “Registration
Statement”), filed with the United States Securities and Exchange Commission (the
“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”),
on the date hereof by Grifols, S.A., a company organized under the laws of the Kingdom of Spain
(“Parent”), the Company and the other subsidiaries of Parent listed on Exhibit A hereto
(the “Subsidiary Guarantors”), of (i) $1,100,000,000 aggregate principal amount of the
Company’s 8.25% Senior Notes due 2018 (the “Exchange Notes”) and (ii) the guarantees of the
Company’s obligations under the Exchange Notes by Parent and the Subsidiary Guarantors (the
“Guarantees”). The Exchange Notes are to be issued in exchange (the “Exchange
Offer”) for an equal aggregate principal amount of the Company’s unregistered 8.25% Senior
Notes due 2018 (the “Existing Notes”) originally issued by Giant Funding Corp., an escrow
company (the Escrow Issuer”) on January 21, 2011, and assumed by the Company and guaranteed
by the Parent and the Subsidiary Guarantors effective as of June 1, 2011, in reliance on an
exemption from registration under the Securities Act for offers and sales of securities not
involving public offerings. The Exchange Notes and the Guarantees (collectively, the
“Securities”) will be issued pursuant to the terms of that certain Indenture dated as of
January 21, 2011 (the “Base Indenture”) by and between the Escrow Issuer and The Bank of
New York, Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the
Supplemental Indenture dated as of June 1, 2011 (the
“First Supplemental Indenture”) and the Second Supplemental
Indenture dated as of October 4, 2011 (the “Second Supplemental
Indenture” and, together
with the Base Indenture and the First Supplemental Indenture, the “Indenture”), by and among Parent, the Company, the Subsidiary
Guarantors party thereto and the Trustee. The terms of the Exchange Offer are described in the
Registration Statement. Capitalized terms used but not otherwise defined herein have the meanings
given to them in the Indenture.
ATLANTA AUSTIN BANGKOK BEIJING BRUSSELS CHARLOTTE DALLAS HOUSTON LONDON LOS ANGELES
McLEAN MIAMI NEW YORK NORFOLK RALEIGH RICHMOND SAN FRANCISCO TOKYO WASHINGTON
www.hunton.com
Grifols, S.A.
Page 2
This opinion is being furnished in accordance with the requirements of Item 21 of Form F-4 and
Item 601(b)(5)(i) of Regulation S-K.
In connection with the foregoing, we have examined executed counterparts or facsimile,
electronic or photostatic copies of executed counterparts of the
following (unless otherwise noted below):
1. the Base Indenture;
2. the
First Supplemental Indenture;
3. the
Second Supplemental Indenture;
4. the Existing Notes;
5. the
form of the Exchange Notes;
6. the
certificate of good standing with respect to the Company dated
October 11, 2011, and
confirmed on the date hereof, issued by the State Corporation Commission of the Commonwealth of
Virginia (the “Good Standing Certificate”);
7. the
Amended and Restated Articles of Incorporation of the Company, certified by the State Corporation Commission
of the Commonwealth of Virginia (the “Articles of Incorporation”);
8. the Amended and Restated Bylaws of the Company (the “Bylaws” and, together with the
Articles of Incorporation, the “Governing Documents”); and
9. the unanimous written consent of the Board of Directors of the Company dated June 1, 2011.
In rendering the opinions expressed below, we have examined, and relied upon the accuracy of,
originals or copies, certified or otherwise identified to our satisfaction, of such corporate
records, agreements, documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis
for the opinions hereinafter set forth. Except as otherwise expressly indicated, we have not
undertaken any independent investigation of factual matters. We have assumed the genuineness of
all signatures, the capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted to us as
certified, electronic or photostatic copies and the authenticity of the originals of such
documents. For purposes of opinion paragraph 3, we have assumed
conformity of the final Exchange Notes, when executed, delivered and
issued by the Company, with the form of Exchange Notes reviewed by us.
Grifols, S.A.
Page 3
In rendering this opinion, our examination of matters of law has been limited to, and we
express no opinion as to the law of any jurisdiction other than, the laws of the Commonwealth of
Virginia.
Based upon the foregoing, and such other documents and matters as we have deemed necessary and
appropriate to render the opinions set forth below, and subject to the limitations, assumptions and
qualifications noted herein, we are of the opinion that:
1. The Company (a) is a corporation validly existing and, based solely on the Good Standing
Certificate, in good standing under the laws of the Commonwealth of Virginia and (b) has all
requisite corporate power and authority to execute, deliver and perform its obligations under the
Exchange Notes.
2. The Indenture has been duly authorized by all necessary corporate action and has been duly
executed and delivered by the Company.
3. The
Exchange Notes have been duly and validly authorized for execution,
delivery and issuance by the Company.
4. The execution and delivery of the Exchange Notes by the Company, and the consummation of
the transactions contemplated thereby, will not violate (i) the Governing Documents or (ii) any
applicable Commonwealth of Virginia law, rule or regulation.
We express no opinion regarding compliance with state securities laws and regulations.
We consent to the filing of this opinion as Exhibit 5 to the Registration Statement. In
giving this consent, we do not admit that we are within the category of persons whose consent is
required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by
the SEC. Proskauer Rose LLP, special counsel to the Parent, the Company and the Subsidiary
Guarantors, may rely upon this opinion with respect to matters set forth herein that are governed
by Virginia law for purposes of its opinion in connection with the Securities.
This opinion speaks as of its date and does not purport to address matters which may arise
after such date. We expressly disclaim any obligation to advise you of any changes of law or facts
that may hereafter come or be brought to our attention which would alter the opinions herein set
forth. Finally, our opinions set forth herein are limited to the matters expressly set forth
herein, and no opinion is implied or may be inferred beyond the matters expressly so stated.
Very truly yours,
/s/ Hunton
& Williams
LLP
Exhibit A
Subsidiary Guarantors
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1.
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Grifols Biologicals Inc. |
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2.
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Biomat USA Inc. |
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3.
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Grifols Therapeutics Inc. (f/k/a
Talecris Biotherapeutics, Inc). |
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4.
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Talecris Plasma Resources, Inc. |
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5.
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Instituto Grifols, S.A. |
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6.
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Diagnostic Grifols, S.A. |
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7.
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Movaco, S.A. |
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8.
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Laboratorios Grifols, S.A. |
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9.
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Grifols Italia, S.p.A. |
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10.
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Grifols Deutschland GmbH |