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EXHIBIT 5.1
[WHITMAN CORPORATION LETTERHEAD]
October 26, 2000
Whitman Corporation
3501 Algonquin Road
Rolling Meadows, Illinois 60008
Re: Registration of 33,500,000 Shares of Common Stock and
Associated Preferred Share Purchase Rights
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Ladies and Gentlemen:
I have acted as counsel to Whitman Corporation, a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), of the Company's registration statement on Form S-4 (the
"Registration Statement") relating to the registration of 33,500,000 shares of
Common Stock, $.01 par value, of the Company (the "Registered Shares") and the
Preferred Share Purchase Rights (the "Registered Rights") associated therewith,
to be issued pursuant to the terms of the Agreement and Plan of Merger dated as
of August 18, 2000 (the "Merger Agreement") among the Company, Anchor Merger
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company
("Sub"), and PepsiAmericas, Inc., a Delaware corporation ("PepsiAmericas"),
which provides for the merger (the "Merger") of PepsiAmericas with and into Sub,
with Sub surviving as a wholly owned subsidiary of the Company. The Registered
Shares consist of: (i) shares issuable at the effective time of the Merger
pursuant to Section 3.1 of the Merger Agreement (the "Closing Shares"); (ii)
shares issuable upon exercise of the Parent Options (as defined in Section
3.3(a) of the Merger Agreement) (the "Option Shares"); (iii) shares issuable
upon exercise of the Parent Warrants (as defined in Section 3.3(b) of the Merger
Agreement) (the "Warrant Shares"); (iv) shares issuable pursuant to Article IV
of the Merger Agreement (other than the Subscription Shares (as defined in the
Merger Agreement)) (the "Contingent Shares") and (v) the Subscription Shares.
The terms of the Rights are set forth in the Rights Agreement dated as of May
20, 1999, as amended as of August 18, 2000 (the "Rights Agreement"), between the
Company and First Chicago Trust Company of New York, as Rights Agent.
For the purpose of rendering the opinions expressed below, I have
reviewed the Merger Agreement, the Registration Statement and the Exhibits to
the latter. I have also examined the originals, or copies of originals certified
or otherwise identified to my satisfaction, of the corporate records of the
Company and of such other agreements, documents, instruments and certificates of
public officials, officers and representatives of the Company and other persons,
have examined such questions of law and have satisfied myself as to such matters
of fact as I have deemed relevant and necessary as a basis for the opinions
expressed below. I have assumed the authenticity of all documents submitted to
me as originals, the genuineness of all signatures, the legal capacity of all
natural persons and the conformity with the original documents of any copies
thereof submitted to me for my examination.
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Based on the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing under the laws
of the State of Delaware.
2. Each Closing Share will be legally issued, fully paid and
non-assessable when: (i) the Registration Statement, as finally amended, shall
have become effective under the Securities Act; (ii) the Merger shall have
become effective under the General Corporation Law of the State of Delaware (the
"DGCL"); and (iii) a certificate representing such Closing Share shall have been
duly executed, countersigned, registered and delivered in accordance with the
terms of the Merger Agreement.
3. Each Option Share will be legally issued, fully paid and
non-assessable when: (i) the Registration Statement, as finally amended, shall
have become effective under the Securities Act; (ii) the Merger shall have
become effective under the DGCL; and (iii) a certificate representing such
Option Share shall have been duly executed, countersigned, registered and
delivered upon payment of the agreed consideration therefor (not less than par
value thereof) in accordance with the terms of the related Parent Option and any
applicable agreement or plan.
4. Each Warrant Share will be legally issued, fully paid and
non-assessable when: (i) the Registration Statement, as finally amended, shall
have become effective under the Securities Act; (ii) the Merger shall have
become effective under the DGCL; and (iii) a certificate representing such
Warrant Share shall have been duly executed, countersigned, registered and
delivered upon payment of the agreed consideration therefor (not less than par
value thereof) in accordance with the terms of the related Parent Warrant and
the applicable warrant agreement.
5. Each Contingent Share will be legally issued, fully paid and
non-assessable when: (i) the Registration Statement, as finally amended, shall
have become effective under the Securities Act; (ii) the Merger shall have
become effective under the DGCL; and (iii) a certificate representing such
Contingent Share shall have been duly executed, countersigned, registered and
delivered in accordance with the terms of the Merger Agreement.
6. Each Subscription Share will be legally issued, fully paid and
non-assessable when: (i) the Registration Statement, as finally amended, shall
have become effective under the Securities Act; (ii) the Merger shall have
become effective under the DGCL; and (iii) a certificate representing such
Subscription Share shall have been duly executed, authenticated, countersigned,
registered and delivered upon payment of the agreed consideration therefor in
accordance with the terms of the Merger Agreement.
7. The Registered Right associated with each Registered Share will be
legally issued when: (i) the Registration Statement, as finally amended, shall
have become effective under the Securities Act; (ii) such Right shall have been
duly issued in accordance with the terms of the Rights Agreement; and (iii) such
Registered Share shall have been duly issued as set forth in paragraphs 2, 3, 4,
5 or 6, as the case may be.
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This foregoing opinions are limited to the DGCL and the federal laws of
the United States of America. I express no opinion as to the application of the
securities or blue sky laws of the various states to the issuance or sale of the
Registered Shares or the associated Registered Rights.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made part of
the Registration Statement.
Very truly yours,
/s/ Steven R. Andrews
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Steven R. Andrews
Senior Vice President,
Secretary and General Counsel
Whitman Corporation
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