<PAGE>
As filed with the Securities and Exchange Commission on February 3, 2000
Registration No. 333-96021
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1 to
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IFCO SYSTEMS N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands 3089 98-0216429
(State or Other Jurisdiction
of Incorporation
(Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
or Organization)
Strawinskylaan 2001
NL-1077 ZZ
Amsterdam, The Netherlands
31-20-546-0255
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Silver Oak Acquisition Corp.
c/o Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Stephen M. Wiseman Randall G. Ray
King & Spalding Gardere & Wynne, L.L.P.
1185 Avenue of the Americas 1601 Elm Street, Suite 3000
New York, New York 10036-4003 Dallas, Texas 75201
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after the effective date of this registration
statement and upon consummation of the merger described herein.
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors And Officers
IFCO Systems N.V. has agreed to indemnify each member of its board of
directors if, in the course of executing his or her duties, the member incurs
personal liability under civil laws, subject to the right of IFCO Systems to
recover payment from each such member to the extent permitted by applicable
law. IFCO Systems will also maintain an insurance policy with a third-party
carrier insuring members of the board of directors against the foregoing
liabilities.
Item 21. Exhibits And Financial Statement Schedules
(a) Exhibits.
<TABLE>
<C> <S>
2.1 Amended and Restated Agreement and Plan of Reorganization, dated as of
October 6, 1999 and effective as of March 29, 1999, by and among IFCO
Systems, IFCO Europe, MTS, IFCO International, Schoeller Industries,
Silver Oak and PalEx, as amended by Amendment No. 1 dated as of January
31, 2000 (included as Appendix A to the proxy statement/prospectus filed
as part of this registration statement).
3.1 Articles of Association of IFCO Systems (English translation) (included
as Appendix D to the proxy statement/prospectus filed as part of this
registration statement).
4.1 Specimen Certificate of IFCO Systems ordinary shares.
*5.1 Opinion of Stibbe Simont Monahan Duhot P.C. as to the legality of the
IFCO Systems ordinary shares.
8.1 Opinion of Baker Botts L.L.P. regarding federal income tax matters.
9.1 Voting Agreement dated as of October 6, 1999, and effective as of March
29, 1999, by and among PalEx and certain stockholders of PalEx.
10.1 Form of Lockup Agreement to be executed by Christoph Schoeller, Martin
Schoeller, Schoeller Industries, Schoeller Holding, and certain senior
executives of PalEx and its subsidiaries.
10.2 Form of Waiver to be entered into by IFCO Systems and by certain
employees of PalEx.
10.3 Senior Facility Agreement, dated February 20, 1998, between IFCO
International Food Container Organization GmbH, as Borrower, IFCO Europe,
and the Financial Institutions named therein.
10.4 Amendment to Senior Facility Agreement, dated February 28, 1998.
10.5 Senior Subordinated Facility Agreement, dated February 20, 1998, between
IFCO International Food Container Organization GmbH as Borrower, IFCO
Europe, and the Financial Institutions named therein.
10.6 Intercreditor Agreement, dated February 20, 1998, between BHF Bank AG as
Senior Agent and Security Trustee, Barclays Bank PLC as Senior
Subordinated Agent and the Financial Institutions named therein as
Initial Senior Lenders and Initial Senior Subordinated Lenders.
10.7 Security Trust Agreement, dated February 27, 1998, between BHF Bank AG as
Security Trustee and Senior Agent, IFCO International Food Container
Organization GmbH as Borrower, IFCO Europe, Barclays Bank PLC as Senior
Subordinated Agent, and the Financial Institutions named therein.
10.8 Option Release and IPO-Facilitation Agreement, dated May 27, 1999, by and
among, inter alia, Schoeller Industries, Schoeller Plast AG, GE Capital,
and GE Erste, as amended by the Amendment of the Option Release and IPO-
Facilitation Agreement, dated January 31, 2000.
10.9 Supply Agreement, dated November 4, 1997, between IFCO Europe and
Schoeller Plast Industries GmbH (assigned to Schoeller Plast AG).
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <C>
10.10 Membership Interest and Share Purchase Agreement, dated September 2, 1999, by and among, inter alia,
Polymer International Corp., as seller, and IFCO Systems, as purchaser.
</TABLE>
<TABLE>
<C> <S>
10.11 Management Agreement, dated as of January 2, 1997, between Schoeller
Industries and IFCO Europe.
10.12 Management Agreement, dated as of January 2, 1997, between Schoeller
Industries and MTS.
10.13 Asset Purchase Agreement, dated as of February 12, 1998, by and among
PalEx, Container Services Company NW Acquisition, Inc., Container
Services Company SW Acquisition, Inc., Consolidated Drum Reconditioning
Co., Inc., CDRCo. HC, LLC, CDRCo. NW, LLC, CDRCo SW, LLC, Joseph Cruz,
and Philip Freeman (incorporated by reference to Exhibit 2.1 to PalEx's
Current Report on Form 8-K dated February 12, 1998, Commission file no.
000-22237, as filed with the SEC on February 27, 1998).
10.14 Acquisition Agreement and Plan of Reorganization, dated as of February
23, 1998, by and among PalEx, Acme Acquisition, Inc., Acme Barrel
Company, Inc., and the stockholders named therein (incorporated by
reference to Exhibit 2.2 to PalEx's Current Report on Form 8-K dated
February 12, 1998, Commission file no. 000-22237, as filed with the SEC
on February 27, 1998).
10.15 Acquisition Agreement and Plan of Reorganization, dated as of February
23, 1998, by and among PalEx, Acme Barrel Company, Inc., ESP Realty
Corp., Inc., and the Elliot Pearlman Living Trust u/t/a dated July 2,
1996 (incorporated by reference to Exhibit 2.3 to PalEx's Current Report
on Form 8-K dated February 12, 1998, Commission file no. 000-22237, as
filed with the SEC on February 27, 1998).
10.16 Acquisition Agreement and Plan of Reorganization, dated as of February
23, 1998, by and among PalEx, Western Container Acquisition, Inc.,
Environmental Recyclers of Colorado Inc., and the individual optionees
named therein (incorporated by reference to Exhibit 2.4 to PalEx's
Current Report on Form 8-K dated February 12, 1998, Commission file no.
000-22237, as filed with the SEC on February 27, 1998).
10.17 Acquisition Agreement, dated as of February 23, 1998, by and among
PalEx, Western Container Acquisition, Inc., and Barton A. Kaminsky
(incorporated by reference to Exhibit 2.5 to PalEx's Current Report on
Form 8-K dated February 12, 1998, Commission file no. 000-22237, as
filed with the SEC on February 27, 1998).
10.18 Share Purchase Agreement, dated as of September 11, 1998, by and among
(a) PalEx, (b) 1313530 Ontario Inc., an Ontario corporation that is
wholly owned by PalEx, and (c) 1271477 Ontario Limited, Rollem Holdings
Inc., 1271478 Ontario Limited, 1296288 Ontario Limited, Save On Pallets
Ltd., Pallet Management Services Inc., The David E. Turner Family Trust
II, The David E. Turner Family Trust III, The Enrico DiLello Family
Trust II, The Enrico DiLello Family Trust III, The Worden Teadsdale
Family Trust, The Fraser Campbell Family Trust II, The Fraser Campbell
Family Trust III, The John F. Campbell Family Trust II, The John F.
Campbell Family Trust, The Ronald Doering Family Trust, Fraser Campbell,
John F. Campbell, Enrice DiLello, Ronald Doering, Susan Virginia
Teadsdale, Worden Teadsdale, Clint Sharples, and David E. Turner
(incorporated by reference to Exhibit 2.1 to Palex's Current Report on
Form 8-K dated September 11, 1998, Commission file no. 000-22237, as
filed on September 23, 1998).
10.19 Form of Employment and Noncompetition Agreement for Messrs. Maultsby,
Rhyne, Fletcher, and Fraser (the terms of each agreement are identical
except for the level of compensation provided for the respective
individual) (incorporated by reference to Exhibit 10.4 to PalEx's
Registration Statement on Form S-1, registration no. 333-18683).
10.20 Form of Employment and Noncompetition Agreement for Messrs. Cruz and
Freeman (incorporated by reference to Exhibit 10.14 to PalEx's Annual
Report on Form 10-K for the fiscal year ended December 27, 1998,
Commission file no. 000-22237, as filed with the SEC on March 30, 1999).
10.21 Contract of Employment between SLS Schoeller Logistic Services GmbH and
Mr. Holger Schmidt, dated April 10, 1997, as amended by Agreement of
Change, dated July 23, 1999.
10.22 Contract of Employment between SLS Schoeller Logistic Services GmbH and
Mr. Dirk Grosgen, dated April 10, 1997, as amended by Agreement of
Change, dated July 23, 1999.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
10.23 Contract of Employment between IFCO Scandinavia A/S and Mr. Gustav
Sandahl, dated December 17, 1997.
10.24 Contract of Employment between IFCO International Food Container
Organisation GmbH and Mr. Gustav Sandahl, dated November 4, 1998.
10.25 Managing Director Employment Agreement between IFCO International Food
Container Organisation GmbH and Mr. Jorg Augustin, dated May 21, 1999.
10.26 Preliminary Contract on the Conclusion of a Management Contract between
Mr. Gunter Gerland and Schoeller Plast Holding GmbH, dated December 29,
1993.
10.27 Managing Director Employment Agreement between MTS and Mr. Klaus
Hufnagel, dated December 23, 1999.
10.28 Consultancy Agreement between IFCO Europe and Dr. Willy von Becker,
dated January 30, 1998, as amended by Supplementary Agreement, dated
June 28, 1999.
21 Subsidiaries of the Registrant.
23.1 Consent of PwC Deutshe Revision Aktiengesellschaft
Wirtschaftsprufungsgesellschaft.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
23.4 Consent of Stibbe Simont Monahan Duhot P.C. (included as part of Exhibit
5.1).
23.5 Consent of Batchelder & Partners, Inc.
23.6 Consent of Baker Botts L.L.P. (included as part of Exhibit 8.1).
23.7 Consent of Cornelius Geber.
23.8 Consent of Sam W. Humphreys.
23.9 Consent of Randall Onstead.
23.10 Consent of Eckhard Pfeiffer.
23.11 Consent of Christoph Schoeller.
23.12 Consent of Dr. Frank Tofflinger.
24 Power of Attorney (included on signature page).
99.1 Opinion of Batchhelder & Partners, Inc. (included as Appendix B to the
proxy statement/prospectus filed as part of this registration
statement).
99.2 Amended and Restated Certificate of Incorporation of PalEx (incorporated
by reference to Exhibit 3.1 to PalEx's Registration Statement on Form S-
1, registration no. 333-18683).
99.3 By-Laws of PalEx (incorporated by reference to Exhibit 3.2 to PalEx's
Registration Statement on Form S-1, registration no. 333-18683).
99.4 Form of Proxy for the PalEx special meeting of stockholders.
99.5 Election Form/Letter of Transmittal for PalEx stockholders.
</TABLE>
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*Filed herewith.
(b) Financial Statement Schedules.
Not required.
(c) Reports, Opinions, Appraisals.
Included as Appendix B to the Proxy Statement/Prospectus which is part of
this Registration Statement.
II-3
<PAGE>
Item 22. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material information with
respect to the Amended and Restated Agreement and Plan of Reorganization
not previously disclosed in the registration statement or any material
change to such information in the registration statement;
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering;
(4) to file a post-effective amendment to the registration statement to
include any financial statements required by Rule 3-19 of Regulation S-X
under the Securities Act of 1933 at the start of any delayed offering or
throughout a continuous offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The Registrant hereby undertakes that:
(1) prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is part of this registration statement, by
any person or party who is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(2) Every prospectus: (i) that is filed pursuant to immediately preceding
paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3)
of the Securities Act of 1933, and is used in connection with an offering of
securities subject to Rule 415, will be filed as part of an amendment to the
registration statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, subject to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
(e) The undersigned Registrant hereby undertakes: (i) to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Items 4, 10(b), 11, or 13 of this Form F-4, within one business day of
receipt of such request, and to send the incorporated documents by first class
mail or other equally prompt means; and (ii) to arrange or provide for a
facility in the United States for the purpose of responding to such requests.
The undertaking in the immediately preceding clause (i) includes information
contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.
(f) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to the Registration Statement on Form F-4
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Pullach, Germany, on this 3rd day of February, 2000.
IFCO SYSTEMS N.V.
By:
/s/ Martin A. Schoeller ______
Martin A. Schoeller Director and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement on Form F-4 has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Martin A. Schoeller Director and Chief February 3, 2000
______________________________________ Executive Officer
Martin A. Schoeller (principal executive
officer)
</TABLE>
<TABLE>
<S> <C> <C>
* Director and Chief February 3, 2000
______________________________________ Financial Officer
Dr. Willy von Becker (principal financial and
accounting officer)
</TABLE>
Puglisi & Associates
By:
* __________________________ Authorized Representative February 3,
Gregory F. Lavelle Vice in the United States 2000 [/R]
President [/R]
By:
/s/ Martin A. Schoeller____
Martin A. Schoeller
Attorney-in-fact
II-6
<PAGE>
Exhibit 5.1
[LETTERHEAD OF STIBBE SIMONT MONAHAN DUHOT P.C.]
IFCO Systems N.V.
Strawinskylaan 2001
1077 ZZ AMSTERDAM
The Netherlands
Ladies and Gentlemen:
We have acted as legal counsel in the Netherlands to IFCO Systems N.V., a
Netherlands company (the "Issuer"), in connection with the filing by the Issuer
under the Securities Act of 1933, as amended, of a registration statement dated
February 2, 2000 on Form F-4 (the "Registration Statement") with the United
States Securities and Exchange Commission, filed in connection with a
combination of the businesses of the Issuer and PalEx, Inc. ("PalEx") in the
manner and on the terms and conditions as set forth in the Amended and Restated
Agreement and Plan of Reorganization dated October 6, 1999 as included in the
Registration Statement (the "Merger Agreement").
In rendering this opinion we have examined and relied upon the following
documents:
(1) the Registration Statement which includes the Merger Agreement;
(2) Amendment no. 1 to the Amended and Restated Agreement and Plan of
Reorganization;
(3) an excerpt dated the date hereof of the registration of the Company in the
Trade Register of the Chamber of Commerce of Amsterdam, The Netherlands
(the "Excerpt");
(4) a copy of the Deed of Incorporation of the Company (the "Deed of
Incorporation"), executed on March 31, 1999 which includes the articles of
association (statuten) of the Company in force on the date hereof (the
"Articles");
(5) the proposed amendement of the Articles as included in the Registration
Statement;
(6) a company certificate of even date hereof attached hereto as Annex 1 (the
"Company Certificate");
and such other documents and such treaties, laws, rules, regulations, and the
like, as we have deemed necessary as a basis for the opinions hereinafter
expressed.
<PAGE>
We have assumed:
(i) the genuineness of all signatures;
(ii) the authenticity of all the agreements, certificates, and other documents
submitted to us as originals;
(iii) the conformity to the originals of all documents submitted to us as
copies;
(iv) that a ministerial declaration of non-objection will be received with
respect to the document referred to under (5) above and that such
document will be duly and validly executed through a notarial deed prior
to the issuance of the Shares, substantially in the form as examined by
us as draft;
(v) that the resolution to issue the Shares shall have been validly passed
prior to the issuance of the Shares;
(vi) that prior to the issuance of Shares the Company shall have made a
description as referred to in Section 2:94(b)(1) of the Dutch Civil Code
and an accountant qualified in the Netherlands shall have issued a
certificate as referred to in Section 2:94(b)(2) of the Dutch Civil Code;
and
(vii) that the contents of the Excerpt and the Company Certificate are true and
complete as of the date hereof.
Based on the foregoing and subject to any factual matters or documents not
disclosed to us in the course of our investigation, and subject to the
qualifications and limitations stated hereafter, we are of the opinion that:
A. The Company has been duly incorporated and is validly existing as a
"naamloze vennootschap" (company with limited liability) under the laws of
The Netherlands.
B. The Shares, to be issued for the benefit of PalEx shareholders as
contemplated in the Registration Statement (the "Shares"), when duly issued
and delivered in accordance with the provisions of the Merger Agreement and
Netherlands law, against payment therefor as provided in the Merger
Agreement, will be duly and validly issued, fully paid and non-assessable.
In rendering the opinions expressed herein, we have, with your approval, relied
without independent investigation as to all matters governed by or involving
conclusions under the federal law of the United States of America and the law of
the State of New York, upon the opinion (including the qualifications,
assumptions and limitations expressed therein) of King & Spalding, United States
counsel to the Company, of even date herewith.
We express no opinion on any law other than the law of The Netherlands as it
currently stands and has been interpreted in published case law of the courts of
The Netherlands as per the date hereof. We express no opinion on any laws of the
European Communities (insofar as not implemented in The Netherlands in statutes
or other regulations of general application).
This opinion is strictly limited to the matters stated herein and may not be
read as extending by implication to any matters not specifically referred to.
Nothing in this opinion should be taken as expressing an opinion in respect of
any representations or warranties, or other information, or any other document
examined in connection with this opinion except as expressly confirmed herein.
<PAGE>
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" contained
in the prospectus which is included in the Registration Statement.
Yours sincerely,
/s/ Stibbe Simont Monahan Duhot P.C.
Stibbe Simont Monahan Duhot P.C.
18394
<PAGE>
ANNEX 1
COMPANY CERTIFICATE
-------------------
The undersigned, Dr. Willy von Becker, officer of IFCO Systems N.V. (the
"Company") and authorised to represent the Company, hereby declares the
following to Stibbe Simont Monahan Duhot P.C. in order for them to rely on the
contents hereof in the framework of the legal opinion to be issued by them to us
in relation to the Registration Statement on Form-4 relating to the proposed
merger of the Company with PalEx, Inc.:
1. The Company has not proposed and the shareholders of the Company have not
resolved to dissolve the Company;
2. The Company is not involved in legal proceedings which are aimed at the
dissolution of the Company;
3. The Company has not applied for suspension of payment or bankruptcy, nor has
the Company been granted suspension of payment or declared bankrupt;
4. Since the shareholders resolution of 22 November 1999 to amend the articles
of association of the Company, no resolution to amend the articles of
association of the Company has been taken;
5. Prior to the shareholders resolution of 22 November 1999, no resolution to
amend the articles of association of the Company has been taken, which has
not been carried out up to this date.
Signed by Dr. Willy von Becker on February 1, 2000.
/s/ Willy von Becker
- ----------------------------------
<PAGE>
[KING & SPALDING LETTERHEAD]
February 2, 2000
Stibbe Simont Monahan Duhot
350 Park Avenue, 28th Floor
New York, New York 10022
Ladies and Gentlemen:
We have acted as special New York counsel to IFCO Systems N.V. ("IFCO
Systems"), in connection with the preparation, execution and delivery of the
Amended and Restated Agreement and Plan of Reorganization, dated as of October
6, 1999 and effective as of March 29, 1999 (the "Merger Agreement"), by and
among IFCO Systems, IFCO Europe Beteiligungs GmbH, MTS Okologistik Verwaltungs
GmbH, IFCO International Network Beteiligungsgesellschaft mbH, Schoeller
Logistics Industries GmbH, Silver Oak Acquisition Corp. and PalEx, Inc.
(collectively, the "Merger Parties"). You have requested this opinion in
connection with the filing by IFCO Systems of a registration statement (the
"Registration Statement") on Form F-4 under the Securities Act of 1933 with the
Securities and Exchange Commission. The Registration Statement is being filed
in connection with the consummation of the transactions contemplated by the
Merger Agreement.
In that connection, we have examined counterparts of the Merger Agreement,
executed by the Merger Parties.
In our examination of the Merger Agreement, we have assumed the genuineness
of all signatures, the due authority of the parties executing the Merger
Agreement and the conformity to the original of the copy of the Merger Agreement
submitted to us. We have also assumed that each of the Merger Parties is duly
incorporated, validly existing and in good standing as a corporation under the
laws of its respective jurisdiction, has taken all steps necessary to execute
the Merger Agreement under the laws of its respective jurisdiction and has duly
executed and delivered, with all necessary power and authority (corporate and
otherwise), the Merger Agreement. As to matters of fact, we have relied solely
upon the document we have examined.
Based upon the foregoing, and subject to the qualifications set forth
below, we are of the opinion that the Merger Agreement creates a legal, valid
and binding obligation of IFCO Systems enforceable against IFCO Systems in
accordance with its terms.
<PAGE>
2
Our opinion is subject to the following qualifications:
(a) Our opinion expressed above is subject to the effect of any
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar law affecting creditors' rights generally.
(b) Our opinion expressed above is subject to the effect of general
principles of equity, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing (regardless of
whether considered in a proceeding in equity or at law).
(c) We note further that, in addition to the application of equitable
principles described above, courts have imposed an obligation on
contracting parties to act reasonably and in good faith in the exercise of
their contractual rights and remedies, and may also apply public policy
considerations in limiting the right of parties seeking to obtain
indemnification under circumstances where the conduct of such parties in
the circumstances in question is determined to have constituted
negligence.
(d) Our opinion expressed above is limited to the laws of the State
of New York and the Federal laws of the United States, and we do not
express any opinion herein concerning any other laws.
This opinion letter speaks only as of the date hereof. We do not assume,
and we expressly disclaim, any responsibility to advise you of any change of law
or fact that may occur after the date of this opinion letter even though such
change may affect the legal analysis, a legal conclusion or any other matter set
forth in or relating to this opinion letter.
We hereby consent to the use of this opinion as an exhibit to your opinion
that will be filed as an exhibit to the Registration Statement.
Very truly yours,
/s/ King & Spalding
SMW:alm:jmc
