<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 1997
REGISTRATION NO. 333-36337
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
MAIL-WELL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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COLORADO 84-1250533
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
23 INVERNESS WAY, SUITE 160
ENGLEWOOD, CO 80112
(303) 790-8023
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
ROGER WERTHEIMER, ESQ.
23 INVERNESS WAY, SUITE 160
ENGLEWOOD, CO 80112
(303) 790-8023
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
HERBERT H. DAVIS III, ESQ.
ROTHGERBER, APPEL, POWERS & JOHNSON LLP
1200 SEVENTEENTH STREET, SUITE 3000
DENVER, COLORADO 80202
(303) 623-9000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: from time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please 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(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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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 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses of the offering (except for SEC registration fees),
all of which are to be borne by the Registrant, are as follows:
<TABLE>
<S> <C>
Printing Expenses............................................... $ 70,000
Accounting Fees and Expenses.................................... 45,000
Legal Fees and Expense.......................................... 50,000
SEC Registration Fee............................................ 90,910
Blue Sky Fees................................................... 5,000
Miscellaneous................................................... 5,000
--------
TOTAL......................................................... $265,910
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 7-109-101 et seq. of the Colorado Business Corporation Act ("CBCA")
empowers a Colorado corporation to indemnify its directors, officers,
employees and agents under certain circumstance, as well as providing for the
elimination of personal liability of directors and officers of a Colorado
corporation for monetary damages.
Article V of the Articles of Incorporation of the Registrant reads as
follows:
"The Corporation shall indemnify, to the fullest extent permitted by
applicable law in effect from time to time, any person, and the estate and
personal representative of any such person, against all liability and expense
(including attorneys' fees) incurred by reason of the fact that he or she is
or was a director or officer of the Corporation or, while serving as a
director or officer of the Corporation, he or she is or was serving at the
request of the Corporation as a director, officer, partner, trustee, employee,
fiduciary, or agent of, or in any similar managerial or fiduciary position of,
another domestic or foreign Corporation or other individual or entity or of an
employee benefit plan. The Corporation shall also indemnify any person who is
serving or has served the Corporation as director, officer, employee,
fiduciary, or agent, and that person's estate and personal representative, to
the extent and in the manner provided in any bylaw, resolution of the
shareholders or directors, contract, or otherwise, so long as such provision
is legally permissible."
Article VI of the Articles of Incorporation of the Registrant reads as
follows:
"There shall be no personal liability of a director to the Corporation or to
its shareholders for monetary damages for breach of fiduciary duty as a
director, except that said personal liability shall not be eliminated to the
Corporation or to the shareholders for monetary damages arising due to any
breach of the director's duty of loyalty to the Corporation or to the
shareholders, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts specified in section 7-108-403,
C.R.S., or any transaction from which a director derived an improper personal
benefit. Notwithstanding any other provisions herein, personal liability of a
director shall be eliminated to the greatest extent possible as is now, or in
the future, provided for by law. Any repeal or modification of the foregoing
sentence shall not adversely affect any right or protection of a director of
the Corporation existing hereunder with respect to any act or omission
occurring prior to such repeal or modification."
The Company has entered into Indemnity Agreements with its directors and
certain key officers pursuant to which the Company generally is obligated to
indemnify its directors and such officers to the full extent permitted by the
CBCA as described above.
The Company has purchased liability insurance policies covering directors
and officers in certain circumstances.
II-1
<PAGE>
ITEM 16. EXHIBITS
The following Exhibits are filed as a part of this Registration Statement
pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBITS
- ----------- --------
<S> <C>
*1.1 Form of Underwriting Agreement for Equity Securities
**1.2 Form of Underwriting Agreement for Debt Securities
*4.1 Form of Senior Subordinated Debt Securities Indenture
**4.2 Form of Subordinated Debt Securities Indenture
**4.3 Form of Certificate representing the Common Stock, par value $0.01 per share, of the Company--
incorporated by reference from exhibit 4.1 to the Company's Amendment No. 1 to Form S-3 filed
on October 29, 1997 (Reg. No. 333-35561)
**4.4 The Company's Articles of Incorporation--incorporated by reference from exhibit 3(i) of the
Company's Form 10-Q for the quarter ended June 30, 1997
**4.5 Form of Indenture Supplement relating to Convertible Subordinated Notes
5.1 Legal Opinion of Rothgerber, Appel, Powers & Johnson LLP
23.1 Consent of Rothgerber, Appel, Powers & Johnson LLP (Contained in Exhibit 5.1)
**23.2 Consent of Deloitte & Touche LLP
**24.1 Power of Attorney
***25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the trustee under
the Senior Subordinated Debt Securities Indenture.
**25.2 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of the trustee under
the Subordinated Debt Securities Indenture.
</TABLE>
- --------
* To be filed by amendment prior to effectiveness or incorporated by
reference from a Current Report on Form 8-K prior to the offering of the
securities represented thereby.
** Filed Previously
*** To be filed with the Commission on Form T-1 within two business days
following the offering of the debt securities represented thereby,
pursuant to Rule 5b-3 promulgated under the Trust Indenture Act of 1939,
as amended.
ITEM 17. 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 to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement;
(2) That, for the 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.
(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.
(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 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) 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
II-2
<PAGE>
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act 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, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes that:
(1) For the purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
(e) The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with
the rules and regulations prescribed by the Commission under Section 305(b)(2)
of the Trust Indenture Act.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED,
THEREUNTO DULY AUTHORIZED, IN THE CITY OF ENGLEWOOD, STATE OF COLORADO, ON
NOVEMBER 12, 1997.
Mail-Well, Inc.
/s/ *
By: _________________________________
Roger Wertheimer, as attorney-in-
fact for
Gerald F. Mahoney, Chief Executive
Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
POWER OF ATTORNEY
SIGNATURE TITLE DATE
/s/ * Chairman of the
- ------------------------------------- Board/ Chief November 12,
Roger Wertheimer, as attorney-in- Executive 1997
fact for Gerald F. Mahoney Officer/Director
/s/ * President and COO
- ------------------------------------- American Mail-Well November 12,
Roger Wertheimer, as attorney-in- Envelope/ Director 1997
fact for Robert J. Terry
/s/ * Vice President/
- ------------------------------------- Chief Financial November 12,
Roger Wertheimer, as attorney-in- Officer 1997
fact for Paul V. Reilly
/s/ * Director
- ------------------------------------- November 12,
Roger Wertheimer, as attorney-in- 1997
fact for Frank J. Hevrdejs
/s/ * Director
- ------------------------------------- November 12,
Roger Wertheimer, as attorney-in- 1997
fact for Frank P. Diassi
/s/ * Director
- ------------------------------------- November 12,
Roger Wertheimer, as attorney-in- 1997
fact for J. Bruce Duty
/s/ Director
- ------------------------------------- November 12,
Roger Wertheimer, as attorney-in- 1997
fact for Jerome W. Pickholz
/s/ Director
- ------------------------------------- November 12,
Roger Wertheimer, as attorney-in- 1997
fact for W. Thomas Stevens
*By: /s/ Roger Wertheimer
Roger Wertheimer
Attorney-in-fact
II-4
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBITS
----------- --------
<C> <S>
*1.1 Form of Underwriting Agreement for Equity Securities
**1.2 Form of Underwriting Agreement for Convertible Subordinated Notes
*4.1 Form of Senior Subordinated Debt Securities Indenture
**4.2 Form of Indenture for the Convertible Subordinated Notes
**4.3 Form of Certificate representing the Common Stock, par value $0.01
per share, of the Company--incorporated by reference from exhibit
4.1 to the Company's Amendment No. 1 to Form S-3 filed on October
29, 1997 (Reg. No. 333-35561)
**4.4 The Company's Articles of Incorporation--incorporated by reference
from exhibit 3(i) of the Company's Form 10-Q for the quarter ended
June 30, 1997
**4.5 Form of Indenture Supplement relating to the Convertible
Subordinated Notes and form of Convertible Note (Exhibit A
thereto)
5.1 Legal Opinion of Rothgerber, Appel, Powers & Johnson LLP
23.1 Consent of Rothgerber, Appel, Powers & Johnson LLP (contained in
Exhibit 5.1)
**23.2 Consent of Deloitte & Touche LLP
**24.1 Power of Attorney
***25.1 Statement of Eligibility under the Trust Indenture Act of 1939, as
amended, of the trustee under the Senior Subordinated Debt
Securities Indenture.
**25.2 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of the trustee under the Indenture for the
Convertible Subordinated Notes.
</TABLE>
- --------
* To be filed by amendment prior to effectiveness or incorporated by
reference from a Current Report on Form 8-K prior to the offering of the
securities represented thereby.
** Filed Previously
*** To be filed with the Commission on Form T-1 within two business days
following the offering of the debt securities represented thereby,
pursuant to Rule 5b-3 promulgated under the Trust Indenture Act of 1939,
as amended.
II-5
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF ROTHGERBER, APPEL, POWERS & JOHNSON LLP APPEARS HERE]
November 12, 1997
Mail-Well, Inc.
23 Inverness Way, Suite 160
Englewood, Colorado 80112
Ladies and Gentlemen:
We have acted as counsel to Mail-Well, Inc., a Colorado corporation
(the "Company"), in connection with the preparation of the Registration
Statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") on September 24, 1997 and the
amendments thereto filed on October 30, 1997 and November 10, 1997. The
Registration Statement relates to the issuance and sale from time to time,
pursuant to Rule 415 of the General Rules and Regulations promulgated under the
Securities Act of 1933, as amended (the "Act"), of the following securities with
an aggregate initial offering price of up to $300,000,000 (or the equivalent
thereof, based on the applicable exchange rate at the time of sale, in one or
more foreign currencies, currency units or composite currencies as shall be
designated by the Company): (i) shares of the Company's Common Stock, $.01 par
value per share ("Common Stock"); (ii) whole or fractional shares of the
Company's Preferred Stock, $.01 par value per share (collectively, "Preferred
Stock"); (iii) Preferred Stock represented by depository shares ("Depository
Shares"); (iv) the Company's debt securities (the "Debt Securities"), which may
be issued under the Senior Subordinated Debt Indenture, between the Company and
a trustee to be named in an applicable Prospectus Supplement (the "Senior
Subordinated Indenture") or under the Subordinated Debt Indenture, between the
Company and a trustee to be named in an applicable Prospectus Supplement (the
"Subordinated Indenture" and, together with the Senior Subordinated Indenture,
the "Indentures"); (v) warrants to purchase Common Stock (the "Common Stock
Warrants"); (vi) warrants to purchase Preferred Stock ("Preferred Stock
Warrants"); and (vii) warrants to purchase Debt Securities ("Debt Warrants" and
collectively with the Common Stock Warrants and the Preferred Stock Warrants,
the "Warrants"). The Common Stock, Preferred Stock, Depository Shares, Debt
Securities and the Warrants are collectively referred to herein as the "Offered
Securities." We do not express any opinion herein as to the issuance of Debt
Securities under any indenture other than the Indentures. This opinion is
furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-
K under the Act.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of: (i) the Registration
Statement filed with the Commission on September 24, 1997 under the Act and the
amendments thereto; (ii) the form of each of the Indentures proposed to be
entered into
<PAGE>
Mail-Well, Inc.
November 12, 1997
Page 2
by the Company; (iii) the form of underwriting agreement (the "Debt Underwriting
Agreement") proposed to be entered into by the Company and one or more
underwriters to be named therein in connection with any firm commitment
underwritten offering of Debt Securities or Warrants; (iv) the form of
underwriting agreement (the "Equity Underwriting Agreement" and, together with
the Debt Underwriting Agreement, the "Underwriting Agreements") proposed to be
entered into by the Company and one or more underwriters in connection with any
firm commitment underwritten offering of Common Stock, Preferred Stock,
Depository Shares or Warrants; (v) the Articles of Incorporation of the Company
as in effect on the date hereof; (vi) the By-laws of the Company as in effect on
the date hereof; and (vii) resolutions adopted by the Board of Directors of the
Company (the "Board"), authorizing the issuance and sale of the Offered
Securities (the "Board Resolutions"). We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties have the power, corporate or other,
to enter into and perform all obligations thereunder and have also assumed the
due authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof. As to any facts material to the opinions expressed herein that were
not independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and others.
Members of our firm are admitted to the bar in the State of Colorado, and
we do not express any opinion as to the laws of any other jurisdiction. The
Offered Securities may be issued from time to time on a delayed or continuous
basis, and this opinion is limited to the laws, including the rules and
regulations, as in effect on the date hereof.
Based upon and subject to the foregoing, we are of the opinion that:
1. When (i) the Registration Statement shall have become effective under
the Act, (ii) the Blue Sky or securities laws of certain states shall have been
complied with, (iii) if the Debt Securities are to be sold pursuant to a firm
commitment underwritten offering, the Debt Underwriting Agreement with respect
to the Debt Securities has been duly authorized, executed and delivered by the
Company and the other parties thereto, (iv) the Indenture relating to the Debt
Securities shall have been duly authorized, executed and delivered by the
Company and the Trustee and duly qualified under the Trust Indenture Act of
1939, as amended, (v) the terms of the Debt Securities and of their
<PAGE>
Mail-Well, Inc.
November 12, 1997
Page 3
issuance shall have been duly established by the Board, or any appropriate
Committee appointed thereby, in conformity with the Indenture relating to the
Debt Securities so as not to violate any applicable law or the Articles of
Incorporation or By-laws of the Company or result in default under or breach of
any agreement or instrument binding upon the Company and so as to comply with
any requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, and (vi) the Debt Securities shall have been (A)
duly authorized, executed, authenticated and delivered against payment therefor
in accordance with the related Indenture and Debt Underwriting Agreement, if
any, or any other applicable duly authorized, executed and delivered purchase
agreement or (B) issued upon conversion or exchange of Debt Securities or
Preferred Stock which, by their respective terms, are convertible into or
exchangeable for Debt Securities or upon exercise of Debt Warrants, and the
Company shall have received any additional consideration which is payable upon
such conversion, exchange or exercise, the Debt Securities shall constitute
binding obligations of the Company enforceable in accordance with their terms,
except as enforceability may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to or affecting creditors' rights generally and (b)
general principles of equity (regardless of whether enforcement is considered in
a proceeding of law or in equity), and except that enforcement thereof may also
be limited by (x) requirements that a claim with respect to any Debt Securities
denominated other than in United States dollars (or a foreign currency or
foreign currency unit judgment in respect of such claim) be converted into
United States dollars at a rate of exchange prevailing on a date determined
pursuant to applicable law or (y) governmental authority to limit, delay or
prohibit the making of payments in foreign currency or currency units or payment
outside the United States.
2. When (i) the Registration Statement shall have become effective under
the Act, (ii) the Blue Sky or securities laws of certain states shall have been
complied with, (iii) if the Preferred Stock is to be sold pursuant to a firm
commitment underwritten offering, the Equity Underwriting Agreement with respect
to such Preferred Stock has been duly authorized, executed and delivered by the
Company and the other parties thereto, (iv) the Board of Directors, including
any appropriate committee appointed thereby, and appropriate officers of the
Company have taken all necessary corporate action to approve the issuance and
terms of the shares of the Preferred Stock and related matters, including the
adoption of a Certificate of Designation for the Preferred Stock, (v) the filing
of the applicable Certificate of Designation with the Secretary of State of the
State of Colorado has duly occurred, (vi) the terms of the Preferred Stock and
of their issuance and sale have been duly established in conformity with the
Company's Articles of Incorporation, including the Certificate of Designation
relating to the Preferred Stock, and the By-laws of the Company so as not to
violate any applicable law or the Articles of Incorporation or By- laws of the
Company or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company,
(vii) certificates representing the shares of the Preferred Sock are duly
executed, countersigned, registered and delivered upon payment of the agreed-
upon consideration therefor, and
<PAGE>
Mail-Well, Inc.
November 12, 1997
Page 4
(viii) the Preferred Stock shall have been (A) authorized, issued and sold in
accordance with the related Equity Underwriting Agreement or any other
applicable duly authorized, executed and delivered purchase agreement and the
Company shall have received consideration therefor or (B) issued upon conversion
or exchange of Debt Securities or Preferred Stock which, by their respective
terms, are convertible into or exchangeable for shares of Preferred Stock or
upon exercise of Preferred Stock Warrants and the Company shall have received
any additional consideration which is payable upon such conversion, exchange or
exercise, the Preferred Stock will be validly issued, fully paid and
nonassessable.
3. When (i) the Registration Statement shall have become effective, (ii)
the Blue Sky or securities laws of certain states shall have been complied with,
(iii) if the Depository Shares are to be sold pursuant to a firm commitment
underwritten offering, the Equity Underwriting Agreement with respect to the
Depository Shares has been duly authorized, executed and delivered by the
Company Committee and the other parties thereto, (iv) the Board of Directors,
including any appropriate committee appointed thereby, and appropriate officers
of the Company have taken all necessary corporate action to approve the issuance
and terms of the Depository Shares and related matters, including the adoption
of the Certificate of Designation for the related Preferred Stock, (v) the
filing of the applicable Certificate of Designation with the Secretary of State
of the State of Colorado has duly occurred, (vi) a deposit agreement relating to
the Depository Shares (the "Deposit Agreement") in the form to be filed as an
exhibit to the Registration Statement, any amendment thereto or any document
incorporated by reference therein as contemplated by the Board Resolution has
been duly executed and delivered by the Company and a depository, (vii) the
terms of the Depository Shares and of their issuance and sale have been duly
established in conformity with the Deposit Agreement so as not to violate any
applicable law or the Articles of Incorporation or By-laws of the Company or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company, (viii) the
related Preferred Stock which is represented by the Depository Shares has been
duly authorized, validly issued and delivered to the applicable depository for
deposit in accordance with the laws of the State of Colorado and any other
applicable jurisdiction, and (ix) the receipts evidencing the Depository Shares
(the "Receipts") are duly issued against the deposit of the Preferred Stock in
accordance with the Deposit Agreement, such Receipts will be validly issued and
will entitle the holders thereof to the rights specified therein and in the
Deposit Agreement.
4. When (i) the Registration Statement shall have become effective under
the Act, (ii) the Blue Sky or securities laws of certain states shall have been
complied with, (iii) if the Common Stock is to be sold pursuant to a firm
commitment underwritten offering, the Equity Underwriting Agreement with respect
to such Common Stock has been duly authorized, executed and delivered by the
Company and the other parties thereto, (iv) certificates representing the shares
of the Common Stock are duly executed, countersigned, registered and delivered
upon payment of the agreed upon
<PAGE>
Mail-Well, Inc.
Novemer 12, 1997
Page 5
consideration therefor, (v) the Board of Directors of the Company, including any
appropriate committee appointed thereby, and appropriate officers of the Company
have taken all necessary corporate action to approve the issuance of the Common
Stock and related matters, (vi) the terms of the issuance of the Common Stock
have been duly established as contemplated by the Board Resolutions in
conformity with the Company's Articles of Incorporation and By-laws so as not to
violate any applicable law or the Articles of Incorporation or By-laws of the
Company or results in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company,
and (vii) the Common Stock shall have been (A) authorized, issued and sold in
accordance with the related Equity Underwriting Agreement or any other
applicable duly authorized, executed and delivered purchase agreement and the
Company shall have received consideration therefor, provided that the amount of
such consideration shall not be less than the par value thereof, or (B) issued
upon conversion or exchange of Debt Securities or Preferred Stock which, by
their respective terms, are convertible into or exchangeable for shares of
Common Stock or upon exercise of Common Stock Warrants, and the Company shall
have received any additional consideration which is payable upon such conversion
or exchange, the Common Stock shall be validly issued, fully paid and
nonassessable.
5. When (i) the Registration Statement has become effective under the
Act, (ii) the Blue Sky or securities laws of certain states shall have been
complied with, (iii) if the Warrants are to be sold pursuant to a firm
commitment underwritten offering, the Underwriting Agreement with respect to
such Warrants has been duly authorized, executed and delivered by the Company
and the other parties thereto, (iv) the terms of the Warrants and of their
issuance and sale have been duly established so as not to violate any applicable
law, the Articles of Incorporation or By-laws of the Company or result in a
default under or breach of any agreement or instrument binding upon the Company
and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company, and (v) the Warrants
have been duly authorized, executed, delivered and countersigned, and duly
issued and sold in a form filed as an exhibit in an amendment to the
Registration Statement and in the manner contemplated by the related
Underwriting Agreement or any other duly authorized executed and delivered
purchase agreement and the Company shall have received consideration therefor,
any such Warrants will constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except to the
extent that enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws now or
hereafter in effect relating to or affecting creditors' rights generally and (b)
general principles of equity (regardless of whether enforcement is considered in
a proceeding of law or in equity).
To the extent that the obligations of the Company under a Deposit Agreement
relating to the Depository Shares or under an Indenture may be dependent upon
such matters, we have assumed for purposes of this opinion (i) that the
applicable depository or trustee, as the case may be, is duly
<PAGE>
Mail-Well, Inc.
November 12, 1997
Page 6
organized, validly existing and in good standing under the laws of its
jurisdiction of organization and is duly qualified to engage in the activities
contemplated by the applicable Deposit Agreement or Indenture, as the case may
be, (ii) that such Deposit Agreement or Indenture, as the case may be, has been
duly authorized, executed and delivered by and constitutes the legal, valid and
binding obligation of such depository or trustee, as the case may be,
enforceable in accordance with its respective terms, (iii) that such depository
or trustee, as the case may be, is in compliance, generally and with respect to
acting as a depository or trustee, respectively, under the applicable Deposit
Agreement or Indenture, with all applicable laws and regulations, and (iv) that
such depository or trustee has the requisite organizational and legal power and
authority to perform its obligations under the applicable Deposit Agreement or
Indenture, as the case may be.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Sincerely yours,
ROTHGERBER, APPEL, POWERS & JOHNSON LLP
/s/ Rothgerber, Appel, Powers & Johnson LLP
