Tobacco Documents Online

PAUL.WEISS. RIFKIND, WHARTON & GARRISON RANDOLPH E PAUL ROBERT E SAMUELS _ ;OUIS 5 WEISS 1Y ~oso~ SIMON H RIFKIND JOHN F WHARTON c.LOYD K GARRISON RUSSELL H WILDE MYER 0 MERMIN _ ..OWARO A SEIT£ r. RUSSELL WINOKUR SAMUEL J 51LVERMAN ALEXANDER HEHMEYER ADRIAN W O[WIND- CAROLYN E,IIGGER'_ _OUIS EiSENSTEIN _ MORDECAI ROCHLIN oAUL J.NEWLON ~RANCIS W-COKER.JR, MEMCER 01 O.C-R ONLY 575 MADISON AVENUE, NEW YORK 22, N.Y. TELEPHONE MURRAY HILL 8 5600 .. ARTHUR J.COHEN COUNSEL January 27, 1954 WASHINGTON OFFICE IB14 EYE STREET,N.W. WASHINGTON 6. D. C. Philip Morris & Co. Ltd., Incorporated 100 Park Avenue New York 17, N. Y. Dear Sirs: We izave been general counsel to both Benson and Hedges and Tobacco and Allied :tocks, Inc. for a number of years, and have acted as such counsel in connection ++ith the Exchange Offer proposed to be made by your company to stockholders of Benson and Hedges as set forth in your Registration Statement, Registration No. 2-10640, as ~:m.ended under the Securities Act of, 1933. As such counsel we are of the following opinion: 1. That Benson and Hedges, 585 Water Street Realty Cor- ooration and Saw Mill Realty Corporation have each been duly in- corporated and are each validly existing and in good standing as a corooration under the laws of the State of N ew York; and that all shares of capital stock of 585 Water Street Realty Corporation and Saw Mill Realty Corporation outstanding at the date hereof have been validly issued and are fully paid and non-assessable and are owned by Benson a.nd Hedges. .,{. 1

PAUL.WEISS. RIFKIND. WHARTON & GARRISON philip Morris & Co. L td. , Incorporated January 27, 19 54 2. 2. That the entire authorized capital stock of Benson and hed.ges consists of 1,000,000 shares, all of ~diich is Common Stock, $4 par value; that, at the date hereof, 4"0,1+/+0 shares ~hereof are validly i ssued 3nd outstanding end are fully paid and non-assessable; and tiiat all shares of authorized and unissued Com- mon Stock of Benson and Hedges which may hereafter be issued by it .)ursuant to the terms and provisions of any outstanding options for the purchase thereof granted by Benson and Hedges to certain of its cfficers and employees under its "Employeest Restricted Stock Option Plan" will be validly issued and outstanding and fully paid and non- Gssessable. ~. That Tobacco and. Allied Stocks, Inc., a Delaware cor- poration, iias good title to `.42,759 shares of said outstanding Com- mon Stock of Benson and Hedges, free and clear of all liens, encum- brances, claims and equities whatsoever, and that it has full power and authority to transf er and deliver such shares as contemplated by the Exchange Offer made in your Prospectus dated January 27, 1954, and has taken all action required by law to authorize the transfer and delivery of such shares pursuant to such Exchange 0ffer, and that, upon the delivery to it of a like number of

PAUL.WEISS. RIFKIND. WHARTON & GARRISON Phili,-o ~iorris & Co. Ltd. , Incorporated January 27, 1954 3. shares of your Common Stock pursuant to such Exchange Offer, you will receive _.ood and rniarketable title to such shares of Common Stock of B enson and H edges free and clear of all liens, encum- brances, claims and equities whatsoever. We have examined a signed copy of the Registration State~.ent, as amended by Amendment No. 1 thereto, filed by you with the Securities and Exchange Commission under the Securities Act of 1933, of which the abov e mentioned Prospectus is aa part, and we have no reason to believe that either the Registration Statement as so amended, or the Prospectus, contains, with re- spect to the statements therein relating to B enson and H edges or Tobacco and Allied Stocks, Inc., any untrue statement of a material fact or omits to state a material f act required to be stated therein or necessary to make the statements therein not misleading. Except for suits of a character incident to the normal conduct of the business of Benson and H edges aid involving not more than v" 25,000 in the aggregate, we do not tz:now of any legal proceedings pending or threatened against Benson and Hedges or any ~ 0 .o. ~ 0 ~ v 04 ti ar

PAUL,WEISS. RIFKIND. WHARTON & GARRISON Pnilii, Morris & Co. Ltd., Incorrporated January :7, 1954 of its subsidiaries, or its or their assets or business, or relat- ing to the ::ia~,:ing c~r consummation of the ixchange Offer set forth in the Prospectus, nor are any of such -proceedings kno~mn to us to be contemplated by governmental authorities, nor do we know of any legal proceedings Lznding, threatened or contemplated against To- bGcco and All ied. S:ocks, Inc. relating to the Exchange Offer or its acceptance thereof. FWC : ek L.