EX-5.1 2 dex51.htm OPINION OF JONES DAY Opinion of Jones Day

Exhibit 5.1

[JONES DAY LETTERHEAD]

May 5, 2010

Diversey, Inc.

8310 16th Street, P.O. Box 902

Sturtevant, Wisconsin 53177-0902

 

  Re: Registration Statement on Form S-4 Filed by Diversey, Inc.

Relating to the Exchange Offer (as defined below)

Ladies and Gentlemen:

We have acted as counsel for Diversey, Inc., a Delaware corporation (the “Company”), and the Subsidiary Guarantors (as defined below) in connection with the Registration Statement on Form S-4 (Registration No. 333-165891) to which this opinion has been filed as an exhibit (the “Registration Statement”). The Registration Statement relates to the proposed issuance and exchange (the “Exchange Offer”) of up to $400,000,000 aggregate principal amount of 8.25% Senior Notes due 2019 of the Company (the “Exchange Notes”) for an equal principal amount of 8.25% Senior Notes due 2019 of the Company outstanding on the date hereof (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of November 24, 2009 (as amended, supplemented or otherwise modified, the “Indenture”), by and among the Company, the companies listed on Annex A hereto (each, a “Covered Guarantor” and, collectively, the “Covered Guarantors”), the companies listed on Annex B hereto (each, an “Other Guarantor” and, collectively, the “Other Guarantors;” such Other Guarantors and the Covered Guarantors are collectively referred to as the “Subsidiary Guarantors”) and Wilmington Trust FSB, as trustee (the “Trustee”). The Outstanding Notes are, and the Exchange Notes will be, guaranteed (each, a “Subsidiary Guarantee”) on a joint and several basis by the Subsidiary Guarantors.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions.

Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that:

 

  1. The Exchange Notes, when they are executed by the Company, authenticated by the Trustee in accordance with the Indenture and issued and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, will constitute valid and binding obligations of the Company.

 

  2. The Subsidiary Guarantee of the Exchange Notes (each, an “Exchange Guarantee” and collectively, the “Exchange Guarantees”) of each Covered Guarantor, when it is issued and delivered in exchange for the Subsidiary Guarantee of the Outstanding Notes (collectively, the “Outstanding Guarantees”) of that Covered Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Covered Guarantor.


Diversey, Inc.

May 5, 2010

Page 2

 

  3. The Exchange Guarantee of each Other Guarantor, when it is issued and delivered in exchange for the Outstanding Guarantee of that Other Guarantor in accordance with the terms of the Exchange Offer, will constitute a valid and binding obligation of that Other Guarantor.

The opinions set forth above are subject to the following limitations, qualifications and assumptions:

For purposes of the opinions expressed herein, we have assumed that the Trustee has authorized, executed and delivered the Indenture and that the Indenture is the valid, binding and enforceable obligation of the Trustee.

The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws, and related regulations and judicial doctrines from time to time in effect relating to or affecting creditors’ rights and remedies generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or in equity.

The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the laws of the State of Ohio and (iii) the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act, including applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, in each case as currently in effect, and we express no opinion or view as to the effect of any other law of the State of Delaware or the laws of any other jurisdiction on the opinions expressed herein.

We are not admitted or qualified to practice law in the states of Nevada or Wisconsin. Therefore, in rendering the opinions expressed in Paragraph 3 above, we have relied solely upon (i) the opinion of Kolesar & Leatham, Chtd., a copy of which has been filed as Exhibit 5.2 to the Registration Statement, with respect to matters governed by the laws of the State of Nevada and (ii) the opinion of Reinhart Boerner Van Deuren s.c., a copy of which has been filed as Exhibit 5.3 to the Registration Statement, with respect to matters governed by the laws of the State of Wisconsin.

We hereby consent to the reliance upon the opinions expressed herein by (i) Kolesar & Leatham, Chtd. for purposes of its opinions being delivered and filed as Exhibit 5.2 to the Registration Statement and (ii) Reinhart Boerner Van Deuren s.c. for purposes of its opinions being delivered and filed as Exhibit 5.3 to the Registration Statement. We also hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 


Diversey, Inc.

May 5, 2010

Page 3

 

 

Very truly yours,
/s/ Jones Day


Annex A

 

Name of Covered Guarantor

  

State of Incorporation or Organization

Auto-C, LLC

   Delaware

Integrated Sanitation Management, Inc.

   Delaware

JDI CEE Holdings, Inc.

   Delaware

Diversey Puerto Rico, Inc.

   Delaware

Diversey Shareholdings, Inc.

   Delaware

Diversey USA Shareholdings, Inc.

   Delaware

Professional Shareholdings, Inc.

   Delaware

The Butcher Company

   Delaware

DuBois International, Inc.

   Ohio


Annex B

 

Name of Covered Guarantor

  

State of Incorporation or Organization

JDI Holdings, Inc.

   Nevada

JD Polymer, LLC

   Wisconsin

JWP Investments, Inc.

   Nevada