Exhibit 5.1
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
January 19, 2001
Iron Mountain Incorporated
745 Atlantic Avenue
Boston, Massachusetts 02111
Re: Iron Mountain Incorporated Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the registration by Iron Mountain Incorporated, a
Pennsylvania corporation (the "Company"), of up to $500,000,000 in aggregate
amount of one or more series of (i) debt securities of the Company (the "Debt
Securities"), which may be guaranteed (the "Guarantees") by all of the present
and future wholly owned domestic subsidiaries of the Company (the "Subsidiary
Guarantors"), (ii) shares of preferred stock, $.01 par value per share, of the
Company (the "Preferred Shares"), (iii) depositary shares representing
fractional interests in Preferred Shares ("Depositary Shares") evidenced by
depositary receipts therefor ("Depositary Receipts"), (iv) shares of common
stock, $.01 par value per share, of the Company (the "Common Shares"), or (v)
warrants to purchase Debt Securities, Preferred Shares, Depositary Shares or
Common Shares (the "Warrants" and, together with the Debt Securities, the
Guarantees, Preferred Shares, Depositary Shares, and Common Shares, the
"Registered Securities"), for offering by the Company from time to time, as set
forth in the final prospectus that forms a part of the Registration Statement,
as defined below (the "Prospectus"), and as to be set forth in one or more final
supplements to the Prospectus (each, a "Prospectus Supplement"), the following
opinion is furnished to the Company to be filed with the Securities and Exchange
Commission (the "Commission") as Exhibit 5.1 to the Company's Registration
Statement on Form S-3, under the Securities Act of 1933, as amended (the
"Securities Act"), to be filed on or about the date hereof. As used in this
opinion, the term "Registration Statement" means, unless otherwise stated, such
Registration Statement, as amended when declared effective by the Commission
(including any necessary post-effective amendments thereto); the term
"Convertible Registered Securities" means Registered Securities which are
convertible into, exchangeable for or exercisable for other Registered
Securities, and the term "Underlying Registered Securities" means any Registered
Securities which are issuable upon conversion, exchange or exercise of
Convertible Registered Securities.
In connection with this opinion, we have examined and relied upon a
copy of the Registration Statement to be filed with the Commission on or about
the date hereof. We have also examined and relied upon originals or copies of
such records, agreements and instruments of the Company, certificates of public
officials and of officers of the Company and such other
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Iron Mountain Incorporated
January 19, 2001
Page 2
documents and records, and such matters of law, as we have deemed necessary as a
basis for the opinions hereinafter expressed. In making such examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals and the
conformity to the originals of all documents submitted to us as copies, which
facts we have not independently verified.
We have necessarily assumed in connection with the opinions expressed
below that the terms and conditions of the Registered Securities and any related
indentures, agreements and instruments, except to the extent described in the
Registration Statement and the form of preliminary prospectus contained therein,
as originally filed, will be, and that any related proceedings of the Company
conducted after the date hereof will be conducted, (i) in accordance with all
applicable laws and the Company's Amended and Restated Articles of Incorporation
(the "Restated Articles") and Amended and Restated By-laws, (ii) in the case of
the Guarantees, in accordance with all applicable laws and the Subsidiary
Guarantors' charters and by-laws, and (iii) not in conflict with any contractual
or other restrictions which are binding on the Company, and that, without
limiting the generality of the foregoing, any agreements or instruments that are
hereafter required to be filed as an exhibit to the Registration Statement will
be properly filed by an amendment thereto or by the filing of a Form 8-K by the
Company under the Securities Exchange Act of 1934, as amended, and properly
incorporated by reference in the Registration Statement, as permitted by the
Securities Act and the rules and regulations of the Commission thereunder. We
have also necessarily assumed in connection with such opinions with respect to
any Common Shares or Preferred Shares or any Convertible Registered Securities
as to which Common Shares or Preferred Shares are the related Underlying
Registered Securities that, at the time of the issuance thereof, the Company
will have a sufficient number of shares of authorized Common Shares or Preferred
Shares, as the case may be, under the Restated Articles that will be unissued
and not otherwise reserved for issuance.
To the extent that the obligations of the Company under each Indenture
or any Warrant Agreement or Depositary Agreement (each as defined below) may be
dependent upon such matters, we have assumed for purposes of this opinion that
each Trustee and each Warrant Agent and Depositary (each as defined below) are
duly organized, validly existing and in good standing under the laws of their
respective jurisdictions of organization, and are duly qualified to engage in
the activities contemplated by, and have the requisite organizational and legal
power and authority to perform their respective obligations under, each
Indenture, Warrant Agreement and Depositary Agreement to which they are parties,
that each Trustee, Warrant Agent and Depositary will be in compliance, generally
with respect to acting as a trustee or agent under each applicable Indenture,
Warrant Agreement and Depositary Agreement, with all applicable laws and
regulations, and that each Indenture and any Warrant Agreement and Depositary
Agreement will be the valid and binding agreements of each party thereto (other
than, in the case of an indenture in the form filed as Exhibit 4.1 or 4.2 to the
Registration Statement when appropriately completed, the Company), enforceable
against such parties in accordance with their respective terms.
We express no opinion herein as to the laws of any jurisdiction other
than the laws of The Commonwealth of Massachusetts and the federal laws of the
United States of America, and we
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Iron Mountain Incorporated
January 19, 2001
Page 3
express no opinion as to state securities or blue sky laws. Insofar as this
opinion involves matters of Pennsylvania law we have, with your permission,
relied solely on the opinion of Ballard Spahr Andrews & Ingersoll, LLC dated
January 19, 2001, a copy of which we understand you are filing herewith as
Exhibit 5.2 to the Registration Statement, and our opinion is subject to the
exceptions, qualifications and limitations therein expressed.
Our opinions set forth below with respect to the validity or binding
effect of any security or obligation are subject to (i) limitations arising
under applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting the enforcement generally of the
rights and remedies of creditors and secured parties or the obligations of
debtors, (ii) general principles of equity (regardless of whether considered in
a proceeding at law or in equity), including, without limitation, the discretion
of any court of competent jurisdiction in granting specific performance or
injunctive or other equitable relief, and (iii) an implied duty on the part of
the party seeking to enforce rights or remedies to take action and make
determinations on a reasonable basis and in good faith to the extent required by
applicable law.
Based on and subject to the foregoing, we are of the opinion that, as
of the date hereof:
1. Each series of Debt Securities and the Guarantees, if any,
will be validly issued and binding obligations of the Company and the
Subsidiary Guarantors when (i) the Registration Statement shall have
become effective under the Securities Act and the indentures filed as
Exhibit 4.1 and 4.2 to the Registration Statement, including any
necessary supplemental indenture, or any other indenture, including any
necessary supplemental indenture thereto, filed as an exhibit to the
Registration Statement, as the case may be (the applicable indenture,
as so filed and supplemented, the "Indenture"), shall have been
qualified under the Trust Indenture Act of 1939, as amended, and the
Indenture shall have been duly authorized, executed and delivered by
the Company and a trustee named thereunder (the "Trustee"), (ii) a
Prospectus Supplement with respect to such Debt Securities and the
Guarantees shall have been filed with the Commission pursuant to Rule
424 under the Securities Act, (iii) the Company's Board of Directors or
a duly authorized committee thereof shall have duly adopted final
resolutions (the "Final Debt Resolutions") authorizing the issuance and
sale of such Debt Securities and the Subsidiary Guarantors' Boards of
Directors shall have duly adopted final resolutions (the "Final
Guarantor Resolutions") authorizing the Guarantees, each as
contemplated by the Registration Statement, the Prospectus, the
applicable Prospectus Supplement and the Indenture, (iv) such series of
Debt Securities shall have been (A) duly executed by the Company and
authenticated by the Trustee as provided in the Indenture and the Final
Debt Resolutions and (B) duly delivered to the purchasers thereof
against payment of the agreed consideration therefor, as provided in
the Registration Statement, the Prospectus, the applicable Prospectus
Supplement, the Indenture and the Final Debt Resolutions and (v) the
consideration, if any, separately payable for the Guarantees shall have
been received, as provided in the Registration Statement, the
Prospectus, the applicable Prospectus Supplement, the Indenture and the
Final Guarantor Resolutions. If such Debt Securities are Underlying
Registered Securities, the opinion set forth in this paragraph is
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Iron Mountain Incorporated
January 19, 2001
Page 4
subject to the further condition that the Convertible Registered
Securities relating to such Debt Securities, at the time of the
issuance thereof and of the conversion, exchange or exercise thereof,
are validly issued, fully paid and non-assessable by the Company or are
validly issued and binding obligations of the Company, as applicable.
2. Each series of Preferred Shares will be validly issued,
fully paid and non-assessable by the Company when (i) the Registration
Statement shall have become effective under the Securities Act, (ii) a
Prospectus Supplement with respect to such Preferred Shares shall have
been filed with the Commission pursuant to Rule 424 under the
Securities Act, (iii) the Company's Board of Directors or a duly
authorized committee thereof shall have duly adopted final resolutions
(the "Final Preferred Shares Resolutions") authorizing the issuance and
sale of such Preferred Shares as contemplated by the Registration
Statement, the Prospectus and the applicable Prospectus Supplement,
(iv) a Statement with Respect to Shares setting forth the terms of such
series of Preferred Shares, including establishing a sufficient
quantity thereof and setting forth the preferences, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption, consistent with the Final Preferred Shares Resolutions,
shall have been duly executed and filed with and accepted for record by
the Department of State of the Commonwealth of Pennsylvania, and (v)
certificates evidencing such Preferred Shares shall have been duly
executed, countersigned and registered and duly delivered to the
purchasers thereof against payment of the agreed consideration therefor
(and in any event an amount at least equal to the par value, if any,
thereof), as provided in the Registration Statement, the Prospectus,
the applicable Prospectus Supplement and the Final Preferred Shares
Resolutions. If such Preferred Shares are Underlying Registered
Securities, the opinion set forth in this paragraph is subject to the
further condition that the Convertible Registered Securities relating
to such Preferred Shares, at the time of the issuance thereof and of
the conversion, exchange or exercise thereof, are validly issued, fully
paid and non-assessable by the Company or are validly issued and
binding obligations of the Company, as applicable.
3. The Depositary Shares will be validly issued, fully paid
and non-assessable by the Company and the Depositary Receipts will be
validly issued and will entitle the holders thereof to the rights
specified therein and in the applicable Depositary Agreement, when (i)
the conditions set forth in paragraph 2 above with respect to the
related Preferred Shares are met, (ii) the Company's Board of Directors
or a duly authorized committee thereof shall have duly adopted
resolutions (the "Final Depositary Shares Resolutions") approving one
or more depositary agreements, including a form of Depositary Receipt
set forth therein or related thereto (each, a "Depositary Agreement"),
relating to such Depositary Shares, between the Company and a financial
institution identified therein as depositary (each, a "Depositary"),
(iii) the applicable Depositary Agreement shall have been duly executed
and delivered by the Company and the Depositary, (iv) the related
Preferred Shares shall have been duly deposited with the Depositary
under the Depositary Agreement and (v) the applicable Depositary
Receipts shall have been duly executed by the Depositary as provided in
the applicable Depositary Agreement and the Final Depositary Shares
Resolutions and registered and shall have
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Iron Mountain Incorporated
January 19, 2001
Page 5
been duly delivered to the purchasers thereof against payment of the
agreed consideration therefor, as provided in the Registration
Statement, the Prospectus, the applicable Prospectus Supplement, the
applicable Depositary Agreement and the Final Depositary Shares
Resolutions.
4. The Common Shares will be validly issued, fully paid and
non-assessable by the Company when (i) the Registration Statement shall
have become effective under the Securities Act, (ii) a Prospectus
Supplement with respect to such Common Shares shall have been filed
with the Commission pursuant to Rule 424 under the Securities Act,
(iii) the Company's Board of Directors or a duly authorized committee
thereof shall have duly adopted final resolutions (the "Final Common
Shares Resolutions") authorizing the issuance and sale of such Common
Shares as contemplated by the Registration Statement, the Prospectus
and the applicable Prospectus Supplement, and (iv) certificates
evidencing such Common Shares shall have been duly executed,
countersigned and registered and duly delivered to the purchasers
thereof against payment of the agreed consideration therefor (and in
any event an amount at least equal to the par value thereof), as
provided in the Registration Statement, the Prospectus, the applicable
Prospectus Supplement and the Final Common Shares Resolutions. If such
Common Shares are Underlying Registered Securities, the opinion set
forth in this paragraph is subject to the further condition that the
Convertible Registered Securities relating to such Common Shares, at
the time of the issuance thereof and of the conversion, exchange or
exercise thereof, are validly issued, fully paid and non-assessable by
the Company or are validly issued and binding obligations of the
Company, as applicable.
5. The Warrants will be duly authorized and validly issued and
binding obligations of the Company when (i) the Registration Statement
shall have become effective under the Securities Act, (ii) a Prospectus
Supplement with respect to such Warrants shall have been filed with the
Commission pursuant to Rule 424 under the Securities Act, (iii) the
Company's Board of Directors or a duly authorized committee thereof
shall have duly adopted final resolutions (the "Final Warrant
Resolutions") authorizing the issuance and sale of such Warrants as
contemplated by the Registration Statement, the Prospectus and the
applicable Prospectus Supplement and approving one or more warrant
agreements, including a form of warrant set forth therein or related
thereto (each, a "Warrant Agreement"), establishing the terms and
conditions of such Warrants, between the Company and a financial
institution identified therein as warrant agent (each, a "Warrant
Agent"), (iv) the applicable Warrant Agreement shall have been duly
executed and delivered by the Company and the Warrant Agent, and (v)
such Warrants shall have been duly executed by the Company and
authenticated by the Warrant Agent as provided in the applicable
Warrant Agreement and the Final Warrant Resolutions and registered and
shall have been duly delivered to the purchasers thereof against
payment of the agreed consideration therefor, as provided in the
Registration Statement, the Prospectus, the applicable Prospectus
Supplement, the applicable Warrant Agreement and the Final Warrant
Resolutions. If such Warrants are Underlying Registered Securities, the
opinion set forth in this paragraph is subject to the further condition
that the Convertible Registered Securities relating to such Warrants,
at the time
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Iron Mountain Incorporated
January 19, 2001
Page 6
of the issuance thereof and of the conversion, exchange or exercise
thereof, are validly issued, fully paid and non-assessable by the
Company or are validly issued and binding obligations of the Company,
as applicable.
All of the opinions set forth herein are rendered as of the date
hereof, and we assume no obligation to update such opinions to reflect any facts
or circumstances which may hereafter come to our attention or any changes in the
law which may hereafter occur.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or under the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
