-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UNWjp29DtJRlAVlyg9wO/nACFk2WFbmIHhDVry99XE1hpMYqoKLQt3MaZUfvbvy3 JKM2x9C3VpiOyvVblG3eXw== 0001104659-07-001961.txt : 20070110 0001104659-07-001961.hdr.sgml : 20070110 20070110215147 ACCESSION NUMBER: 0001104659-07-001961 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 6 333-126932 FILED AS OF DATE: 20070110 DATE AS OF CHANGE: 20070110 EFFECTIVENESS DATE: 20070110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IRON MOUNTAIN INC CENTRAL INDEX KEY: 0001020569 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC WAREHOUSING & STORAGE [4220] IRS NUMBER: 232588479 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-139916 FILM NUMBER: 07524444 BUSINESS ADDRESS: STREET 1: 745 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6175354766 MAIL ADDRESS: STREET 1: 745 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02111 FORMER COMPANY: FORMER CONFORMED NAME: IRON MOUNTAIN INC/PA DATE OF NAME CHANGE: 20000201 FORMER COMPANY: FORMER CONFORMED NAME: PIERCE LEAHY CORP DATE OF NAME CHANGE: 19960807 S-3MEF 1 a07-1686_1s3mef.htm REGISTRATION STMT. TO ADD SECURITIES TO A PRIOR RELATED EFFECTIVE REGISTRATION STMT

 

As filed with the Securities and Exchange Commission on January 10, 2007

Registration No. 333-______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

IRON MOUNTAIN INCORPORATED

 

Delaware

 

23-2588479

IM CAPITAL TRUST I

 

Delaware

 

32-6001073

(Exact name of registrant as specified in its charter)

 

(State or other jurisdiction of incorporation or organization)

 

(IRS Employer Identification No.)

 

745 Atlantic Avenue, Boston, Massachusetts 02111, (617) 535-4766

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Copy to:

C. RICHARD REESE

 

WILLIAM J. CURRY, ESQ.

Chairman of the Board of Directors and
Chief Executive Officer

 

Sullivan & Worcester LLP
One Post Office Square

745 Atlantic Avenue

 

Boston, Massachusetts 02109

Boston, Massachusetts 02111

 

(617) 338-2800

(617) 535-4766

 

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:   As soon as practicable after this registration statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-126932

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

 

 

 

Amount to
Be Registered (1)(2)

 

 

 

Proposed Maximum
Offering Price Per
Unit (1)

 

 

 

Proposed maximum
aggregate offering
price (3)

 

 

 

Amount of
registration fee (4)

 

Debt Securities of Iron Mountain

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Guarantees of Debt Securities of Iron Mountain(5)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

$

60,000,000

 

 

 

$

6,420

 

(1)             Not applicable pursuant to General Instruction II.D. of Form S-3 following the Calculation of Registration Fee Table in Form S-3, which provides that only the maximum aggregate offering price for the class of securities to be registered need be specified.

(2)             Such amount in U.S. dollars or the equivalent thereof in foreign currencies or foreign currency units as shall result in an aggregate initial offering price for all securities not to exceed $60,000,000, exclusive of any accrued interest.

(3)             Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended.

(4)             Pursuant to Rule 457(o) of the Securities Act of 1933, as amended, the registration fee has been calculated on the basis of the proposed maximum aggregate offering price of the debt securities listed.

(5)             There is being registered hereunder all guarantees and other obligations that certain of Iron Mountain’s subsidiaries listed on the “Subsidiary Guarantor Registrants” table may have with respect to the debt securities of Iron Mountain being registered hereunder. No separate consideration will be received for the guarantees or any other such obligations.

 




 

SUBSIDIARY GUARANTOR REGISTRANTS(1)

Exact Name of Registrant as Specified in its Charter

 

State or Jurisdiction
of Incorporation
or Organization

 

IRS Employer
Identification Number

 

COMAC, Inc.

 

Delaware

 

94-3229868

 

Iron Mountain Global, Inc.

 

Delaware

 

04-3441680

 

Iron Mountain Global, LLC

 

Delaware

 

04-3545070

 

Iron Mountain Intellectual Property Management, Inc.

 

Delaware

 

77-0154485

 

Iron Mountain Information Management, Inc.

 

Delaware

 

04-3038590

 

Mountain Real Estate Assets, Inc.

 

Delaware

 

04-3545066

 

Iron Mountain Government Services Incorporated (f/k/a Mountain Reserve II, Inc.)

 

Delaware

 

54-2110823

 

Mountain Reserve III, Inc.

 

Delaware

 

47-0952067

 

Nettlebed Acquisition Corp.

 

Delaware

 

20-0388018

 

Iron Mountain Statutory Trust—1998

 

Connecticut

 

06-6466469

 

Iron Mountain Statutory Trust—1999

 

Connecticut

 

06-6496076

 

Treeline Services Corporation

 

Delaware

 

54-2110821

 


(1)             Any of the above registrants may fully and unconditionally guarantee on a joint and several basis any series of debt securities of Iron Mountain Incorporated offered by the prospectus contained as part of this registration statement as set forth in a related prospectus supplement.

EXPLANATORY NOTE
AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) solely to increase the amount of debt securities and related guarantees, which may be issued by us by registering an additional $60,000,000 (or the equivalent thereof in foreign currencies or foreign currency units) of debt securities and related guarantees, exclusive of any accrued interest.  Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-3 (Registration Number 333-126932), declared effective by the Securities and Exchange Commission (the “Commission”) on August 5, 2005, including the exhibits thereto and each of the documents incorporated therein by reference, are hereby incorporated by reference into this Registration Statement.

This registration statement shall become effective upon filing with the Commission in accordance with Rule 462 (b) under the Securities Act of 1933, as amended.




 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16.  Exhibits

5.1           Opinion of Sullivan & Worcester LLP as to the legality of the securities being registered.

23.1         Consent of Deloitte & Touche LLP, independent registered public accounting firm.

23.2         Consent of RSM Robson Rhodes LLP, independent registered public accounting firm.

23.3         Consent of Sullivan & Worcester LLP (included in Exhibit 5.1).

24                                    Powers of Attorney (1).


(1)                                  Previously filed on the signature page to Registrant’s registration statement on Form S-3 (No. 333-126932), filed with the Securities and Exchange Commission on July 27, 2005.

Item 17. Undertakings.

Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)              To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)             To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)            To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is




 

contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of this registration statement.

(2)           That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)           To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)           That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)              Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)             Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement or in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract or sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the




 

underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)            Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)           Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)          The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)          Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)           The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7)           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling person of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.




 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Iron Mountain Incorporated certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, the Commonwealth of Massachusetts, on this 10th day of January, 2007.

IRON MOUNTAIN INCORPORATED

 

 

 

 

By:

/s/ JOHN F. KENNY, JR.

 

 

John F. Kenny, Jr.

 

 

Executive Vice President, Chief Financial Officer and Director

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

*

 

Chairman and Chief Executive Officer

 

January 10 , 2007

C. Richard Reese

 

 

 

 

 

 

 

 

 

/s/ JOHN F. KENNY, JR.

 

Executive Vice President, Chief Financial Officer and Director

 

 

John F. Kenny, Jr.

 

(Principal Financial Officer and Principal Accounting Officer)

 

January 10 , 2007

 

 

 

 

 

*

 

Director

 

January 10 , 2007

Clarke H. Bailey

 

 

 

 

 

 

 

 

 

*

 

Director

 

January 10 , 2007

Constantin R. Boden

 

 

 

 

 

 

 

 

 

*

 

Director

 

January 10 , 2007

Kent P. Dauten

 

 

 

 

 

 

 

 

 

*

 

Director

 

January 10 , 2007

Arthur D. Little

 

 

 

 

 

 

 

 

 

*

 

Director

 

January 10 , 2007

Vincent J. Ryan

 

 

 

 

 

 

 

 

 

 

*By:

/s/ John F. Kenny, Jr.

 

 

John F. Kenny, Jr.

 

 

Attorney-in-fact

 

 




 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, IM Capital Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, the Commonwealth of Massachusetts, on this 10th day of January, 2007.

IM CAPITAL TRUST I

 

 

 

By: Iron Mountain Incorporated, as Sponsor

 

 

 

 

By:

/s/ JOHN F. KENNY, JR.

 

 

John F. Kenny, Jr.

 

 

Executive Vice President, Chief Financial Officer and Director

 




 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, COMAC, Inc., Iron Mountain Intellectual Property Management, Inc., Iron Mountain Global, Inc., Iron Mountain Government Services Incorporated, Iron Mountain Information Management, Inc. Mountain Real Estate Assets, Inc., Mountain Reserve III, Inc., Treeline Services Corporation, Nettlebed Acquisition Corp., Iron Mountain Global, LLC, Iron Mountain Statutory Trust - 1998 and Iron Mountain Statutory Trust - 1999 have each duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, the Commonwealth of Massachusetts, on this 10th day of January, 2007.

COMAC, INC.

 

IRON MOUNTAIN INTELLECTUAL PROPERTY MANAGEMENT, INC.

 

IRON MOUNTAIN GLOBAL, INC.

 

IRON MOUNTAIN GOVERNMENT SERVICES INCORPORATED

 

IRON MOUNTAIN INFORMATION MANAGEMENT, INC.

 

MOUNTAIN REAL ESTATE ASSETS, INC.

 

MOUNTAIN RESERVE III, INC.

 

TREELINE SERVICES CORPORATION

 

NETTLEBED ACQUISITION CORP.

 

 

 

By:

/s/ JOHN F. KENNY, JR.

 

 

Name: John F. Kenny, Jr.

 

 

Title: Executive Vice President and Chief Financial Officer

 

 

 

IRON MOUNTAIN GLOBAL, LLC

 

 

 

By:  Iron Mountain Global, Inc., its sole member

 

 

 

By:

/s/ JOHN F. KENNY, JR.

 

 

Name: John F. Kenny, Jr.

 

 

Title: Executive Vice President and Chief Financial Officer

 

 

 

 

IRON MOUNTAIN STATUTORY TRUST — 1998

 

 

 

By:

U.S. BANK NATIONAL ASSOCIATION, not individually but as Owner Trustee under that certain Amended and Restated Owner Trust Agreement dated as of October 1, 1998, as amended

 

 

 

 

 

 

By:

/s/ JOHN CORREIA

 

 

 

Name:  John Correia

 

 

 

Title:  Vice President

 

 

 

 

 

IRON MOUNTAIN STATUTORY TRUST - 1999

 

 

 

 

By:

U.S. BANK NATIONAL ASSOCIATION, not individually but as Owner Trustee under that certain Owner Trust Agreement dated as of July 1, 1999, as amended

 

 

 

 

 

 

By:

/s/ JOHN CORREIA

 

 

 

Name:  John Correia

 

 

 

Title:  Vice President

 




 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

*

 

Chairman and Chief Executive Officer of the

 

January 10 , 2007

C. Richard Reese

 

Group A Subsidiaries; President and Chief Executive Officer of the Group B Subsidiaries

 

 

 

 

 

 

 

/s/ JOHN F. KENNY, JR.

 

Executive Vice President and Chief Financial

 

 

John F. Kenny, Jr.

 

Officer

 

January 10 , 2007

 

 

 

 

 

U.S. Bank National Association

 

 

 

 

 

 

 

 

 

By:/s/ JOHN CORREIA

 

Owner Trustee of Iron Mountain Statutory Trust —

 

January 10 , 2007

Name: John Correia
Title: Vice President

 

1998 and Iron Mountain Statutory Trust — 1999

 

 

 

 

 

 

 

Iron Mountain Global, Inc.

 

 

 

 

 

 

 

 

 

By: *

 

Sole Member of Iron Mountain

 

January 10 , 2007

Name: C. Richard Reese
Title: Chairman and Chief Executive Officer

 

Global, LLC

 

 

 

 

 

 

 

*

 

Sole Director of the Group A

 

 

John P. Lawrence

 

Subsidiaries and the Group B

 

January 10 , 2007

 

 

Subsidiaries

 

 

 

*By:

/s/ John F. Kenny, Jr.

 

 

John F. Kenny, Jr.

 

 

Attorney-in-fact

 

 




 

EXHIBIT INDEX

 

Exhibit No.

 

Description of Documents

 

 

 

5.1

 

Opinion of Sullivan & Worcester LLP as to the legality of the securities being registered.

23.1

 

Consent of Deloitte & Touche LLP, independent registered public accounting firm.

23.2

 

Consent of RSM Robson Rhodes LLP, independent registered public accounting firm.

23.3

 

Consent of Sullivan & Worcester LLP (included in Exhibit 5.1).

24

 

Powers of Attorney(1).


(1)             Previously filed on the signature page to Registrant’s registration   statement on Form S-3 (No. 333-126932), filed with the Securities and Exchange Commission on July 27, 2005.



EX-5.1 2 a07-1686_1ex5d1.htm EX-5

 

Exhibit 5.1

January 10, 2007

Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts  02111

Re:                               Iron Mountain Incorporated Registration Statement on Form S-3

Ladies and Gentlemen:

We are rendering this opinion in connection with (i) a registration statement on Form S-3 Reg. No. 333-126932, as declared effective on August 5, 2005 (the “Original Registration Statement”), filed by Iron Mountain Incorporated, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) a registration statement on Form S-3 to be filed on or about the date hereof (the “Registration Statement”, and together with the Original Registration Statement, the “Registration Statements”) by the Company with the Commission under the Securities Act pursuant to Rule 462(b) under the Securities Act.

The Registration Statement relates to the proposed issuance and sale of up to $60,000,000 in aggregate amount of debt securities (or the equivalent thereof in foreign currencies or foreign currency units) of the Company (the “Debt Securities”), which may be guaranteed (the “Subsidiary Guarantees”) by certain present and future wholly owned domestic subsidiaries of the Company (the “Subsidiary Guarantors”).

The following opinion is furnished to the Company to be filed with the Commission as Exhibit 5.1 to the Registration Statement.  As used in this opinion, the terms “Original Registration Statement” and “Registration Statement” include, unless otherwise stated, such Original Registration Statement or Registration Statement, as amended, when declared effective by the Commission (including any necessary post-effective amendments thereto).

In connection with this opinion, we have examined and relied upon a copy of: (i) the Original Registration Statement filed with the Commission on July 27, 2005; (ii) the Registration Statement to be filed with the Commission on or about the date hereof; and (iii) the Certificate of Incorporation of the Company, as amended (the “Certificate of Incorporation”).  We have also examined and relied upon originals or copies of such records, agreements and instruments of the Company, certificates of public officials and of officers of the Company and such other documents and records, and such matters of law, as we have deemed necessary as a basis for the opinions hereinafter expressed.  In making such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents




 

submitted to us as originals and the conformity to the originals of all documents submitted to us as copies, which facts we have not independently verified.

We have necessarily assumed in connection with the opinions expressed below that the terms and conditions of the Debt Securities, Subsidiary Guarantees and any related Indenture (as defined below), agreements and instruments, except to the extent described in the Registration Statement and any prospectus file with the Commission in connection with an offering of Debt Securities and Subsidiary Guarantees, will be, and that any related proceedings of the Company conducted after the date hereof will be conducted, (i) in accordance with all applicable laws and the Company's Certificate of Incorporation and Amended and Restated By-laws, (ii) in the case of the Subsidiary Guarantees, in accordance with all applicable laws and the Subsidiary Guarantors’ charters and by-laws, and (iii) not in conflict with any contractual or other restrictions which are binding on the Company.

We have also necessarily assumed in connection with the opinions expressed below that (i) a Prospectus Supplement will have been filed with the Commission pursuant to Rule 424 under the Securities Act describing the Debt Securities and Subsidiary Guarantees offered thereby; (ii) the Company's Board of Directors (the “Board”), and, if applicable, the Subsidiary Guarantors' Board of Directors, or a duly authorized committee thereof, shall have duly adopted final resolutions (the “Final Resolutions”) authorizing the issuance and sale of the applicable Debt Security and Subsidiary Guarantee as contemplated by the Registration Statement, the Prospectus, the applicable Prospectus Supplement and the Indenture; (iii) evidence of each Debt Security and Subsidiary Guarantee shall have been duly executed, countersigned, authenticated and registered, as required by the Indenture and Final Resolution for that Debt Security and Subsidiary Guarantee, and shall have been duly delivered to the purchasers thereof against payment of the agreed consideration therefor, as provided in the Registration Statement, the Prospectus and the applicable Prospectus Supplement, Indenture and Final Resolutions for such Debt Security and Subsidiary Guarantee; and (iv) all Debt Securities and Subsidiary Guarantees will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the applicable Prospectus Supplement.

To the extent that the obligations of the Company under an Indenture may be dependent upon such matters, we have assumed for purposes of this opinion that (i) each Trustee (as defined below) is and will be duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is and will be duly qualified to engage in the activities contemplated by, and has the requisite organizational and legal power and authority to perform its obligations under, each Indenture to which it is a party; (ii) each Trustee will be in compliance with all applicable laws and regulations, with respect to acting as a trustee under each Indenture; and (iii) each Indenture will be the valid and binding agreements of each party thereto (other than the Company and the Subsidiary Guarantors), enforceable against such parties in accordance with their respective terms.

We express no opinion herein concerning any law other than the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and the federal laws of the United States of America, and we express no opinion as to state securities or blue sky laws.




 

Our opinions set forth below with respect to the validity or binding effect of any security or obligation are subject to (i) limitations arising under applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the enforcement generally of the rights and remedies of creditors and secured parties or the obligations of debtors; (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity), including, without limitation, the discretion of any court of competent jurisdiction in granting specific performance or injunctive or other equitable relief; and (iii) an implied duty on the part of the party seeking to enforce rights or remedies to take action and make determinations on a reasonable basis and in good faith to the extent required by applicable law.

Based on and subject to the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, as of the date hereof, each series of Debt Securities and the Subsidiary Guarantees, if any, will be validly issued and binding obligations of the Company and the Subsidiary Guarantors when the Indenture shall have been duly authorized, executed and delivered by the Company and a trustee named thereunder (the “Trustee”).

All of the opinions set forth herein are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus and Prospectus Supplement incorporated by reference into the Registration Statement.  In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,

 

 

 

 

 

/s/ SULLIVAN & WORCESTER LLP

 

 

SULLIVAN & WORCESTER LLP

 



EX-23.1 3 a07-1686_1ex23d1.htm EX-23

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 filed pursuant to Rule 462(b) under the Securities Act of 1933 of Iron Mountain Incorporated of (i) our report dated March 15, 2006 (except for note 2g and note 10 as to which the date is May 22, 2006), relating to the financial statements of Iron Mountain Incorporated, appearing in the Current Report on Form 8-K dated May 22, 2006 of Iron Mountain Incorporated and (ii) our report dated March 15, 2006, relating to management’s report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K dated March 16, 2006 of Iron Mountain Incorporated for the year ended December 31, 2005, both of which are incorporated by reference in the Prospectus included in Registration Statement No. 333-126932.

/s/ Deloitte & Touche LLP

January 8, 2007



EX-23.2 4 a07-1686_1ex23d2.htm EX-23

 

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-3 filed pursuant to Rule 462 (b) under the Securities Act of 1933 of Iron Mountain Incorporated of our report dated March 8, 2004, relating to the consolidated financial statements of Iron Mountain Europe Limited for the year ended October 31, 2003 (which report expresses an unqualified opinion), appearing in the Current Report on Form 8-K dated May 22, 2006 of Iron Mountain Incorporated, which is incorporated by reference in the Prospectus included in Registration Statement No. 333-126932.

/s/ RSM Robson Rhodes LLP
Birmingham, England

January 10, 2007



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