EX-5.1 2 dex51.htm OPINION OF SHEARMAN & STERLING LLP Opinion of Shearman & Sterling LLP

Exhibit 5.1

 

March 18, 2005

 

Levi Strauss & Co.

1155 Battery Street

San Francisco, California 94111

 

Ladies and Gentlemen:

 

We have acted as counsel to Levi Strauss & Co., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company of a registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 9-3/4% Senior Notes due 2015 (the “Exchange Notes”). Pursuant to the Registration Statement, the Company is offering to exchange (the “Exchange Offer”) up to $450,000,000 aggregate principal amount of Exchange Notes for an equal principal amount of its outstanding 9-3/4% Senior Notes due 2015 that were issued and sold in transactions exempt from registration under the Securities Act (the “Old Notes”). The Exchange Notes will be issued upon consummation of the Exchange Offer. The Old Notes were, and the Exchange Notes will be, issued pursuant to an indenture dated as of December 22, 2004 (the “Indenture”), between the Company and Wilmington Trust Company, as trustee (the “Trustee”).

 

In such capacity, we have examined (i) the Registration Statement, (ii) the Indenture and (iii) the originals, or copies identified to our satisfaction, of such corporate records of the Company, certificates of public officials, officers of the Company and other persons, and such other documents, agreements and instruments as we have deemed necessary as a basis for the opinions hereinafter expressed. In our examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. In rendering the opinions expressed below, we have relied as to factual matters to the extent we deem proper, upon the certificates of officers of the Company and certificates of public officials.

 

For purposes of this opinion, we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee and is valid and binding on the Trustee and enforceable against the Trustee in accordance with its terms.


Our opinions set forth below are limited to the laws of the State of New York, the State of California, the General Corporation Law of the State of Delaware and the federal laws of the United States, and we do not express any opinion herein concerning any other law.

 

Based upon and subject to the foregoing, we are of the opinion that, when the Exchange Notes have been duly and validly authorized and executed by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Old Notes in accordance with the terms of the Exchange Offer as set forth in the Registration Statement, the Exchange Notes will be duly issued and will constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as (A) the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally (including without limitation, all laws relating to fraudulent transfers) and (B) the enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” in the prospectus included as part of the Registration Statement.

 

Very truly yours,

 

/s/    SHEARMAN & STERLING LLP