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EXHIBIT 5.1
[Letterhead of William J. George - Jostens, Inc.]
October 10, 2000
Jostens, Inc.
5501 Norman Center Drive
Minneapolis, Minnesota 55437
Re: Jostens, Inc. Registration Statement on Form S-4
Ladies and Gentlemen:
I am the Vice President, General Counsel and Corporate Secretary of
Jostens, Inc., a Minnesota corporation (the "Company"), and I am rendering this
opinion in connection with the Registration Statement on Form S-4 (the
"Registration Statement") being filed by the Company with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). The Registration Statement is being filed in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of $225,000,000 principal amount of the Company's 12 3/4
% Senior Subordinated Notes due 2010 (the "Notes") to be offered in exchange for
the Company's outstanding $225,000,000 principal amount of the Company's 12 3/4
% Senior Subordinated Notes due 2010. This opinion is being furnished in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act.
I have examined the Registration Statement, the Indenture between the
Company and the Bank of New York, as Trustee, pursuant to which the Notes are to
be issued (the "Indenture"), the form of the Notes to be issued and such other
documents and such questions of law as I have deemed necessary to render the
opinion expressed below.
In my examination, I have assumed the genuineness of all signatures, the
legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as copies and the authenticity of the originals of
such copied documents. I have also assumed, with respect to all persons and
entities other than the Company, the power (corporate or otherwise) of such
persons or entities to enter into and perform all of their obligations under the
Indenture, the due authorization by all requisite action (corporate or
otherwise) on the part of such persons or entities, the due execution and
delivery by such persons or entities of such document and the validity and
binding effect thereof. As to any facts material to the opinion expressed
herein that I did not independently establish or verify, I have relied upon oral
or written statements, certificates and representations of officers and other
representatives of the Company and others.
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Jostens, Inc
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Based upon the foregoing, and subject to the qualifications set forth
below, I am of the opinion that when the Notes are executed and authenticated in
accordance with the terms of the Indenture and delivered in the manner and for
the consideration described in the Registration Statement, the Notes will be
binding and enforceable obligations of the Company.
The opinion expressed above is subject to the following qualifications:
A. The binding nature and enforceability of the Notes may be limited
by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance
or transfer and other similar laws affecting the enforcement of creditors'
rights generally and (ii) equitable principles of general application and
judicial discretion that may limit or affect the availability or grant of
certain equitable remedies in certain instances. In addition, the binding
nature and enforceability of certain of the remedial, waiver and other
provisions of the Notes, or of the Indenture, may be restricted by applicable
state law, but such restrictions will not, in my opinion, render the Notes
invalid as a whole or substantially interfere with the realization of the
principal legal benefits purported to be provided by the Notes or by the
Indenture (except to the extent of any procedural delay that may result
therefrom). Further, the binding nature and enforceability of the
indemnification provisions of the Indenture may be limited by public policies
embodied in or reflected by various state and federal securities laws.
B. The opinion expressed herein is limited to the laws of the United
States of America and the laws of the State of Minnesota, and I assume no
responsibility as to the applicability or the effect of any other laws. I have
assumed that the laws of the State of New York, which purport to govern the
Notes and the Indenture, are the same as the laws of the State of Minnesota with
respect to the binding nature and enforceability of the Notes.
I consent to the use of this opinion letter as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the heading "Legal Matters." My consent, however, is not an admission
that I come within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Securities
and Exchange Commission.
Very truly yours,
William J. George
By: /s/ William J. George
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William J. George
Vice President, General Counsel and
Corporate Secretary
