S-4
EXHIBIT 5.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
January 15, 2016
HRG Group, Inc.
450 Park Avenue, 29th Floor
New York, NY 10022
Registration Statement on Form S-4
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-4 (the “Registration Statement”) of HRG Group, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”), you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of $140,000,000 aggregate principal amount of the Company’s 7.750% Senior Notes due 2022 (the “2022 Exchange Notes”) and $260,000,000 aggregate principal amount of the Company’s 7.875% Senior Secured Notes due 2019 (the “2019 Exchange Notes” and, together with the 2022 Exchange Notes, the “Exchange Notes”).
The Exchange Notes are to be offered in exchange for the Company’s outstanding $140,000,000 aggregate principal
amount of 7.750% Senior Notes due 2022 (the “2022 Initial Notes”) and $260,000,000 aggregate principal amount of 7.875% Senior Secured Notes due 2019 (the “2019 Initial Notes, and together with the 2022 Initial Notes, the “Initial Notes”). The 2022 Exchange Notes will be issued by the Company in accordance with the terms of the Indenture (the “2022 Notes Indenture”), dated as of January 21, 2014, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The 2019 Exchange Notes will be issued by the Company in accordance with the terms of the Indenture (the “2019 Notes Base Indenture”), dated as of December 24, 2012, between the Company and the Trustee, as supplemented by the supplemental indenture, dated as of May 23, 2014, between the Company and the Trustee (the “2019 Notes Supplemental Indenture,” together with the 2019 Notes Base Indenture, the “2019 Notes Indenture” and, together with the 2022 Notes Indenture, the “Indentures”).
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):
