EX-5 10 a15-1108_1ex5.htm EX-5

 

Exhibit 5

 

ATTORNEYS AT LAW

 

777 EAST WISCONSIN AVENUE

MILWAUKEE, WI  53202-5306

414.271.2400 TEL

414.297.4900 FAX

foley.com

 

CLIENT/MATTER NUMBER

067920-0485

 

February 10, 2015

 

Quad/Graphics, Inc.

N61 W23044 Harry’s Way

Sussex, Wisconsin 53089-3995

 

Ladies and Gentlemen:

 

We have acted as counsel for Quad/Graphics, Inc., a Wisconsin corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-4 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to an offer to exchange (the “Exchange Offer”) the Company’s 7.0% Senior Notes due 2022 (the “Original Notes”), which were issued in transactions exempt from the registration requirements of the Securities Act, for an equal principal amount of the Company’s new 7.0% Senior Notes due 2022, which are subject to the Registration Statement (the “New Notes”).  The New Notes will be jointly, severally, fully and unconditionally guaranteed (the “New Note Guarantees”) by each of the direct or indirect wholly-owned subsidiaries of the Company listed on Schedule A (collectively, the “Guarantors”).  The Original Notes were issued, and the New Notes will be issued, pursuant to an Indenture, dated as of April 28, 2014 (the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as Trustee (the “Trustee”).

 

In connection with our opinion, we have examined:  (a) the Registration Statement, including the Prospectus and the exhibits (including those incorporated by reference); (b) the Company’s Amended and Restated Articles of Incorporation and Amended By-Laws, each as amended to date; (c) the Indenture; (d) the forms of the New Notes and New Note Guarantees; and (e) such other proceedings, documents and records as we have deemed necessary to enable us to render the opinions set forth below.

 

In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

 

Based upon and subject to the foregoing and the matters set forth herein, assuming that the Indenture has been duly authorized, executed and delivered by, and represents the valid and binding obligation of, the Trustee, and when the Registration Statement, including any amendments thereto, shall have become effective under the Securities Act and the Indenture shall have been duly

 

BOSTON
BRUSSELS
CHICAGO
DETROIT

 

JACKSONVILLE
LOS ANGELES
MADISON
MIAMI

 

MILWAUKEE
NEW YORK
ORLANDO
SACRAMENTO

 

SAN DIEGO
SAN FRANCISCO
SHANGHAI
SILICON VALLEY

 

TALLAHASSEE
TAMPA
TOKYO
WASHINGTON, D.C.

 



 

 

qualified under the Trust Indenture Act of 1939, as amended, and having regard for such legal considerations as we deem relevant, we are of the opinion that:

 

1.                                      The New Notes, when duly executed and delivered by or on behalf of the Company in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legally issued and valid and binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors’ rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

 

2.                                      The New Note Guarantees, when the New Notes are duly executed and delivered by or on behalf of the Company in the form contemplated by the Indenture upon the terms set forth in the Exchange Offer and authenticated by the Trustee, will be legally issued and valid and binding obligations of the Guarantors enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other comparable laws affecting the enforcement of creditors’ rights generally or the application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

 

We express no opinion in this letter with respect to the laws of any jurisdiction other than the States of Wisconsin, New York, Delaware, Massachusetts, Connecticut and California, and the Federal laws of the United States of America.

 

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus which is filed as part of the Registration Statement, and to the filing of this opinion as an exhibit to such Registration Statement.  In giving this consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

 

 

Very truly yours,

 

 

 

/s/ Foley & Lardner LLP

 

FOLEY & LARDNER LLP

 

2



 

 

Schedule A

 

Guarantors

 

Guarantor

 

State or Other Jurisdiction of
Incorporation

Quad/Graphics Marketing, LLC

 

Wisconsin

Quad Marketing Holding Corp.

 

Wisconsin

Quad Claims, LLC

 

Wisconsin

Quad/Graphics Canada, LLC

 

Wisconsin

Child Day Care and Learning Services, LLC

 

Wisconsin

Quad/Med, LLC

 

Wisconsin

Graphic Imaging Technology, LLC

 

Delaware

World Color Capital II, LLC

 

Delaware

Duplainville Transport, Inc.

 

Wisconsin

Quad/Air, LLC

 

Wisconsin

QuadSystems, LLC

 

Wisconsin

Quad/Greenfield, LLC

 

Wisconsin

Openfirst, LLC

 

Delaware

New Electronic Printing Systems, LLC

 

Delaware

New Diversified Mailing Services, LLC

 

Delaware

Chemical Research/Technology Co.

 

Wisconsin

Quad/Creative, LLC

 

Delaware

Proteus Packaging Corporation

 

Wisconsin

Transpak Corporation

 

Wisconsin

Unigraphic, Inc.

 

Massachusetts

Quad/Graphics Commercial & Specialty, LLC

 

Wisconsin

Tempt, LLC

 

Wisconsin

Quad/Tech, Inc.

 

Wisconsin

Quad/Tech Europe, Inc.

 

Delaware

Quad/Graphics Holding Company

 

Delaware

Quad/Graphics Printing Corp.

 

Delaware

QG, LLC

 

Delaware

QG Printing Corp.

 

Delaware

QG Printing II Corp.

 

Connecticut

World Color Halliday Corp

 

California

Quad/Graphics Kingsport LLC

 

Delaware

World Color Northeast Graphics Corp.

 

Delaware

Quad Logistics Services, LLC

 

Delaware

Quad/Argentina, Inc.

 

Delaware

Quad/Brazil, Inc.

 

Delaware

Quad Logistics Holdings LLC

 

Wisconsin

QG Printing III Co.

 

Delaware