EX-5.5 7 a2225571zex-5_5.htm EX-5.5

Exhibit 5.5

 

Mail                       PO Box 100200 (29202)

220 Executive Center Drive

Columbia, South Carolina 29210

 

GRAPHIC

 

www.rtt-law.com

Stuart M. Lee

slee@rtt-law.com

 

Tel  803-771-7900

Fax  803-744-3562

 

 

August 4, 2015

 

Headwaters Incorporated

10653 South River Front Parkway, Suite 300

South Jordan, UT 84095

 

Re:                             Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as special South Carolina counsel to Atlantic Shutter Systems, Inc., a South Carolina corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by Headwaters Incorporated., a Delaware corporation (the “Issuer”), the Company and the other registrant guarantors named therein with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the issuance by the Issuer of an unlimited number of one or series of debt securities (the “Securities”) and the issuance by the Company of guarantees of the Securities (each a “Guaranty” and collectively, the “Guarantees”). As described in the Registration Statement, the Securities and the Guarantees may be issued from time to time in one or more offerings.

 

In arriving at the opinions expressed below, we have examined and relied on the original, or a copy, certified or otherwise, represented to us to be an execution copy thereof, of each of the following documents:

 

(a) the unexecuted Indenture in the form of Exhibit 4.1 to the Registration Statement (the “Indenture”);

 

(b) a copy of the Articles of Incorporation of the Company filed with the Secretary of State of South Carolina (“Articles”);

 

(c) a copy of the Company Bylaws (“Bylaws”);

 

(d) Certificate of Existence as to the Company issued by the South Carolina Secretary of State on August 3, 2015 (“Certificate”).

 

We have not reviewed any documents other than the documents listed in paragraphs (a) through (d) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (d) above) that if referred to in or incorporated by reference into any document reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have

 



 

conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

 

With respect to all documents examined by us, we have assumed that (i) all signatures on documents examined by us are genuine, and (ii) all documents submitted to us as copies conform with the original copies of those documents.

 

For purposes of this opinion, we have also assumed:

 

(i) all facts set forth in official public records and certificates supplied by public officials or otherwise conveyed to us by public officials are and remain at all material times complete, true and accurate;

 

(ii) the legal capacity of each natural person who is a signatory to any of the documents examined by us,

 

(iii) none of the documents, original or copies of which we have examined has been amended; and

 

(iv) that each of the documents examined by us has been delivered and exchanged among the respective parties following signing by the parties.

 

We have not participated in the preparation of any offering material relating to the Company and assume no responsibility for the contents of any such material.

 

This opinion is limited to the laws (including rules, regulations and orders thereunder) of the State of South Carolina (excluding the securities laws and blue sky laws of the State of South Carolina), as currently in effect, and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto (the “Applicable Law”). In rendering the opinions set forth herein, we express no opinion concerning (i) the creation, attachment, perfection or priority of any security interest, lien or other encumbrance, or (ii) the nature or validity of title to any property.

 

OPINIONS:

 

Based upon the foregoing, and upon an examination of such questions of law as we have considered necessary or appropriate, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we advise you that, in our opinion:

 

1. The Company is a corporation duly formed, validly existing and in “good standing” under the laws of the State of South Carolina, and has the corporate power and authority to execute and deliver the Indenture and perform its obligations thereunder. The phrase “good standing” holds no legal significance under the laws of the State of South Carolina. For the purposes of this opinion, “good standing” shall mean that as of the date of the Certificate, the Company (a) has filed all reports due the South Carolina Secretary of State, (b) paid all fees, taxes and penalties due and owing to the South Carolina Secretary of State, (c) has not been administratively dissolved by administrative action of the State of South Carolina, (d) and that the Company has not filed Articles of Dissolution as of the date of the Certificate.

 



 

2. The Company possesses the corporate power and authority to execute, deliver and grant the Guarantees and to perform its obligations under the Indenture related thereto.

 

ASSUMPTIONS & QUALIFICATIONS:

 

The foregoing opinions are subject to the following assumptions, exceptions, qualifications and limitations:

 

(a) Our opinions in paragraph 1 above as to the valid existence and good standing of the Company is based solely upon our review of the Certificate.

 

(b) There has not been any mutual mistake of fact or misunderstanding, fraud, duress, undue influence or breach of fiduciary duties with respect to any of the matters relevant to the opinions expressed herein. All parties have complied with any requirement of good faith, fair dealing and conscionability.

 

(c) This opinion letter shall not be construed as or deemed to be a guaranty or insuring agreement.

 

We understand that you will rely as to matters of South Carolina law, as applicable, upon this opinion in connection with the matters set forth herein. In addition, we understand that Pillsbury Winthrop Shaw Pittman LLP (“Pillsbury”) will rely as to matters of South Carolina law, as applicable, upon this opinion in connection with an opinion to be rendered by it on the date hereof relating to the Company. In connection with the foregoing, we hereby consent to your and Pillsbury’s relying as to matters of South Carolina law, as applicable, upon this opinion.  We further consent to the filing of this opinion as Exhibit 5.5 to the Registration Statement.

 

The opinions expressed herein are as of the date hereof (and not as of any other date), and we make no undertaking to amend or supplement such opinions as facts and circumstances come to our attention or changes in the law occur, in each case after the date of effectiveness of the Registration Statement, which could affect such opinions.

 

Except as otherwise provided herein, this opinion may not be used, quoted from or relied upon by any other person without our prior written consent.

 

 

Very truly yours,

 

 

 

ROGERS TOWNSEND AND THOMAS, PC

 

 

 

/s/ Stuart M. Lee

 

 

 

Stuart M. Lee

 

SML