EX-5.1 2 a2203633zex-5_1.htm EX-5.1

Exhibit 5.1

 

April 28, 2011

 

Michaels Stores, Inc.

8000 Bent Branch Drive

Irving, Texas 75063

 

Re:

$800,000,000 aggregate principal amount of 7¾% Senior Notes due 2018 of Michaels Stores, Inc. issued in exchange for $800,000,000 aggregate principal amount of 7¾% Senior Notes due 2018 of Michaels Stores, Inc.

 

Ladies and Gentlemen:

 

We have acted as counsel to Michaels Stores, Inc., a Delaware corporation (the “Company”), and the Guarantors (defined herein) in connection with (i) the proposed issuance by the Company in an exchange offer (the “Exchange Offer”) of $800,000,000 aggregate principal amount of 7¾% Senior Notes due 2018 (the “Exchange Notes”), which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Company’s outstanding 7¾% Senior Notes due 2018 (the “Outstanding Notes”), which have not been so registered, (ii) the guarantees of the Exchange Notes (the “Exchange Guarantees”) by the Guarantors and (iii) the preparation of the registration statement on Form S-4 filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Registration Statement”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

 

The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of October 21, 2010, between the Company, the Guarantors named therein (the “Guarantors”) and Law Debenture Trust Company of New York, as trustee (the “Trustee”) (the “Indenture”).  The terms of the Exchange Guarantees are contained in the Indenture.  Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture.

 

This opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinions set forth below.  As to matters of fact material to our opinion, we have relied, without independent verification, on representations made in the Indenture, certificates and other documents and other inquiries of officers of the Company and the Guarantors listed on Annex A (the “Covered Guarantors”) and of public officials.

 


 

The opinions expressed below are limited to matters governed by the laws of the State of New York, the corporate laws of the State of Delaware and the federal laws of the United States of America. Authorization of the Guarantees by the Guarantors are being opined upon by Troutman Sanders LLP with respect to matters governed by the laws of the Commonwealth of Virginia and by McInnes Cooper with respect matters governed by the laws of the Province of Nova Scotia.

 

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

 

1.                                   The Exchange Notes have been duly authorized by all requisite corporate action of the Company and, when executed and authenticated in accordance with the terms of the Indenture and delivered against receipt of the Outstanding Notes surrendered in exchange therefor upon completion of the Exchange Offer, the Exchange Notes will be entitled to the benefits of the Indenture and will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

2.                               The Exchange Guarantees have been duly authorized by all requisite corporate action of the Covered Guarantors and, upon the due issuance, execution and authentication of the Exchange Notes in accordance with the terms of the Indenture and the Exchange Offer, such Exchange Notes shall be entitled to the benefits of the Exchange Guarantees by the Guarantors, which will constitute legal, valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms and such Exchange Notes.

 

Our opinion that the Exchange Notes and Exchange Guarantees constitute the legal, valid and binding obligations of the Company and the Guarantors, respectively, enforceable against the Company and the Guarantors, respectively, in accordance with their respective terms, is subject to, and we express no opinion with respect to, (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally and (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

 

The opinions expressed herein are subject to the qualification that the enforceability of provisions in the Indenture providing for indemnification or contribution may be limited by public policy considerations. In addition, we express no opinion as to (i) the extent to which broadly worded waivers may be enforced, (ii) the enforceability of any provision of the Indenture which purports to grant the right of setoff to a purchaser of a participation in the loans outstanding thereunder or which constitutes a penalty or forfeiture or (iii) the extent to which provisions providing for conclusive presumptions or determinations, non-effectiveness of oral

 

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modifications, reproduction of documents, submission to jurisdiction, waiver of or consent to service of process and venue or waiver of offset or defenses will be enforced.

 

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and further consent to the filing of this opinion as an exhibit to the applications to securities commissioners for the various states of the United States for registration of the Exchange Notes and the Exchange Guarantees.  We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement.  In giving this 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 or the rules and regulations of the Securities and Exchange Commission.

 

 

Very truly yours,

 

 

 

/s/ Ropes & Gray LLP

 

 

 

Ropes & Gray LLP

 

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ANNEX A

 

Covered Guarantors

 

Jurisdiction of Incorporation

Aaron Brothers, Inc.

 

Delaware

Artistree, Inc.

 

Delaware

Michaels Finance Company, Inc.

 

Delaware

Michaels Stores Procurement Company, Inc.

 

Delaware