Common use of Xxxxx X Clause in Contracts

Xxxxx X. Xxxxxxx, General Counsel of the Company, shall have furnished to you her written opinion, dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Each of the Company and each of the Subsidiaries listed on Schedule III has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify and be in good standing could not reasonably be expected to have a Material Adverse Effect; (ii) To such counsel’s knowledge and other than as set forth in the Pricing Disclosure Package and the Final Offering Memorandum, there are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries) is a party or of which any property of the Company or such subsidiary is the subject which, if determined adversely to the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries), would individually or in the aggregate have a Material Adverse Effect; and, to such counsel’s knowledge, no such proceedings are threatened by governmental authorities or threatened by others; (iii) Other than the Registration Rights Agreement and the Existing Exchange and Registration Rights Agreements or as described in the Pricing Disclosure Package and the Final Offering Memorandum, there are no contracts, agreements or understandings between the Company or any of its Subsidiaries and any person granting such person the right to require the Company or any of its Subsidiaries to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company or any of its Subsidiaries to include such securities with the Exchange Securities registered pursuant to any Registration Statement (as such term is defined in the Registration Rights Agreement); and (iv) All of the issued shares of capital stock of each of Xxx Xxxxxxx Holdings Inc. and AHC I Acquisition Corp. have been duly and validly authorized and issued, are fully paid and non assessable, and (except as otherwise set forth in the Pricing Disclosure Package and the Final Offering Memorandum) are owned directly by Visant Corporation, free and clear of all liens, encumbrances, equities or claims.

Xxxxx X. XxxxxxxXxxxxxxx, General Counsel of Esq., counsel to the Company, shall have furnished to you her the Underwriters such counsel's written opinion, addressed to the Underwriters and dated the Time of DeliveryClosing Date, in form and substance satisfactory to youthe Underwriters, to the effect that: (i) Each of the 1. The Company and each of the Subsidiaries listed on Schedule III has been duly qualified organized and is validly existing as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Delaware and is duly qualified to do business in, and is in good standing as a foreign corporation under the laws of, each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (except where any such failure would not have a material adverse effect on the Company's ability to perform its obligations under this Agreement, the Pooling and Servicing Agreement or the Insurance Agreement); and the Company has all power and authority necessary to own or hold its properties and to conduct the business in which it owns is engaged and to enter into and perform its obligations under this Agreement, the Pooling and Servicing Agreement, the Insurance Agreement and the Purchase Agreements, and to cause the Certificates to be issued. 2. The Company is not in violation of its charter documents or leases the by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company is a party or by which it or its properties may be bound, which default might result in any material adverse change in the financial condition of the Company or that might materially and adversely affect the properties or conducts any business so assets, taken as to require a whole, of the Company. 3. This Agreement, the Pooling and Servicing Agreement, the Insurance Agreement and the Purchase Agreements have been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery of such qualificationagreements by the other parties thereto, such agreements constitute valid and binding obligations, enforceable against the Company, in accordance with their respective terms, except where the failure as enforcement thereof may be limited by (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to so qualify creditors' rights generally, (y) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and be in good standing could not reasonably be expected (z) with respect to have a Material Adverse Effect; (ii) To such counsel’s knowledge and other than as set forth in the Pricing Disclosure Package rights of indemnity under this Agreement and the Final Offering MemorandumInsurance Agreement, there are no legal limitations of public policy under applicable securities laws. 4. The execution, delivery and performance of this Agreement, the Pooling and Servicing Agreement, the Insurance Agreement and the Purchase Agreements by the Company, the consummation of the transactions contemplated hereby and thereby and the issuance and delivery of the Certificates do not and will not (i) conflict with or governmental proceedings pending result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject, which breach or violation would have a material adverse effect on the business, operations or financial condition of the Company, (ii) result in a violation of the provisions of the charter documents or the by-laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties or assets, which breach or violation would have a material adverse effect on the business, operations or financial condition of the Company, or (iii) result in the creation or imposition of any lien, charge or encumbrance upon the Trust or upon the Certificates, except as otherwise contemplated by the Pooling and Servicing Agreement. 5. The direction by the Company to the Trustee to execute, issue, authenticate and deliver the Certificates has been duly authorized by the Company and, assuming that the Trustee has been duly authorized to do so, when executed by the Company and authenticated and delivered by the Trustee in accordance with the Pooling and Servicing Agreement, the Certificates will be validly issued and outstanding and will be entitled to the benefits of the Pooling and Servicing Agreement. 6. No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States is required for the issuance of the Certificates, and the sale of the Offered Certificates to the Underwriters, or the consummation by the Company of the other than Jostenstransactions contemplated by this Agreement, Inc. the Pooling and its Subsidiaries) Servicing Agreement and the Insurance Agreement, except such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Act or state securities or "blue sky" laws in connection with the purchase and distribution of the Offered Certificates by the Underwriters or as have been previously obtained. 7. There are no actions, proceedings or investigations pending with respect to which the Company has received service of process before or, to the best of such counsel's knowledge, without independent investigation, threatened by any court, administrative agency or other tribunal to which the Company is a party or of which any property of the Company or such subsidiary its properties is the subject which, subject: (a) that if determined adversely to the Company would have a material adverse effect on the business, results of operations or financial condition of the Company; (b) asserting the invalidity of the Pooling and Servicing Agreement, the Insurance Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Company of any of its Subsidiaries the transactions contemplated by the Pooling and Servicing Agreement, the Insurance Agreement or this Agreement, as the case may be; or (other than Jostens, Inc. d) that might materially and its Subsidiaries), would individually or in adversely affect the aggregate have a Material Adverse Effect; and, to such counsel’s knowledge, no such proceedings are threatened performance by governmental authorities or threatened by others; (iii) Other than the Registration Rights Agreement and the Existing Exchange and Registration Rights Agreements or as described in the Pricing Disclosure Package and the Final Offering Memorandum, there are no contracts, agreements or understandings between the Company or any of its Subsidiaries obligations under, or the validity or enforceability of, the Pooling and any person granting such person Servicing Agreement, the right to require Insurance Agreement, this Agreement or the Company or any of its Subsidiaries to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company or any of its Subsidiaries to include such securities with the Exchange Securities registered pursuant to any Registration Statement (as such term is defined in the Registration Rights Agreement); andCertificates. (iv) All of the issued shares of capital stock of each of Xxx Xxxxxxx Holdings Inc. and AHC I Acquisition Corp. 8. The Certificates have been duly and validly authorized and issued, are fully paid and non assessableand, and (except as otherwise set forth in immediately prior to the Pricing Disclosure Package and sale of the Final Offering Memorandum) Offered Certificates to the Underwriters, such Certificates are owned directly by Visant Corporationthe Company, free and clear of all liens, encumbrances, equities or claimsLiens.

Xxxxx X. XxxxxxxXxxxxxxxxx, General Counsel of the CompanyCompany (or such other person who shall be General Counsel of the Company at such Time of Delivery), shall have furnished to you the Representatives her written opinion, dated the Time of DeliveryDelivery for such Designated Securities, in form and substance satisfactory to youthe Representatives, to the effect that: (i) Each of the The Company and each of the Subsidiaries listed on Schedule III has been duly qualified incorporated, is validly existing as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Illinois, with corporate power and authority to own its properties and conduct its business as described in the Prospectus as amended or supplemented, and is duly qualified to transact business and is in good standing in each other jurisdiction in which it owns the conduct of its business or leases properties the ownership or conducts any business so as to require leasing of property requires such qualification, except where the failure to be so qualify and be qualified or in good standing could not reasonably be expected to would not, in the aggregate, have a Material Adverse Effectmaterial adverse effect upon the Company and its subsidiaries, taken as a whole; (ii) Each of the Significant Subsidiaries of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its property requires such qualification, except where failure to be so qualified or in good standing would not, in the aggregate, have a material adverse effect upon the Company and its subsidiaries, taken as a whole; (iii) To the best of such counsel’s knowledge and other than as set forth in the Pricing Disclosure Package and the Final Offering MemorandumProspectus, there are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries) subsidiaries is a party or of which any property of the Company or such subsidiary any of its subsidiaries is the subject whichthat, if determined adversely to the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries), would individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the consolidated financial position of the Company and its subsidiaries; and, to the best of such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iiiiv) Other than the Registration Rights This Agreement and the Existing Exchange Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and Registration Rights Agreements or as described delivered by the Company; (v) The Designated Securities have been duly authorized, executed, authenticated, issued and delivered; and the Designated Securities and the Indenture conform to the descriptions thereof in the Pricing Disclosure Package Prospectus as amended or supplemented and in the Permitted Free Writing Prospectuses, if any; (vi) The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act; (vii) The issue and sale of the Designated Securities and the Final Offering Memorandumcompliance by the Company with all of the provisions of the Designated Securities, there are no contractsthe Indenture, agreements this Agreement and the Pricing Agreement with respect to the Designated Securities and the consummation of the transactions herein and therein contemplated will not (A) result in any violation of the provisions of the Restated Articles of Incorporation or understandings between the By-Laws of the Company, nor, to the best of such counsel’s knowledge, either (B) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its Subsidiaries and subsidiaries pursuant to the terms of, any person granting such person the right indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to require which the Company or any of its Subsidiaries to file subsidiaries is a registration statement under the Securities Act with respect to any securities of the Company party or to require by which the Company or any of its Subsidiaries subsidiaries is bound or to include which any of the property or assets of the Company or any of its subsidiaries is subject, or (C) result in any violation of any applicable law, statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, in any such case described in clause (B) or (C) the effects of which would, individually or in the aggregate, be materially adverse to the Company and its subsidiaries taken as a whole; and to the best of such counsel’s knowledge, no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale by the Company of the Designated Securities or the consummation by the Company of the transactions contemplated by this Agreement, such Pricing Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the Exchange purchase and distribution of the Designated Securities registered pursuant to any Registration Statement by the Underwriters; (as such term is defined viii) The documents incorporated by reference in the Registration Rights AgreementProspectus as amended or supplemented (other than the financial statements and related schedules and other financial and statistical data therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and (ivix) All The Registration Statement at the date of the issued shares first use of capital stock the Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, as of each their respective dates, as amended or supplemented and any further amendments and supplements thereto made by the Company prior to the Time of Xxx Xxxxxxx Holdings Inc. Delivery for the Designated Securities (other than the financial statements and AHC I Acquisition Corp. have been duly related schedules and validly authorized other financial and issuedstatistical data therein, are fully paid as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and non assessable, the Trust Indenture Act and (except the rules and regulations thereunder; and such counsel does not know of any amendment to the Registration Statement required to be filed or any contracts or other documents of a character required to be filed as otherwise set forth an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus as amended or supplemented or required to be described in the Pricing Registration Statement or the Prospectus as amended or supplemented which are not filed or incorporated by reference or described as required. In addition, such counsel shall state that she or members of her staff have participated in conferences with other officers and representatives of the Company, representatives of special counsel and the independent registered public accountants for the Company and the Underwriters and their representatives at which the contents of the Registration Statement, the General Disclosure Package and the Final Offering MemorandumProspectus and related matters were discussed. However, except as specifically noted above, such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package or the Prospectus, or making any representation that she has independently verified or checked the accuracy, completeness or fairness of such statements. Notwithstanding the foregoing, no facts have come to such counsel’s attention that would lead her to believe that (except for financial statements and schedules and other financial and related statistical data as to which such counsel expresses no belief) are owned directly by Visant Corporation(i) the Registration Statement (or any post-effective amendment thereto), free as of the last time it became effective preceding the time the applicable Pricing Agreement was entered into, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the General Disclosure Package as of the Pricing Effective Time contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) the Prospectus (or any amendment or supplement thereto), as of its date and clear as of all liensthe Time of Delivery, encumbrancescontained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, equities or claimsin the light of the circumstances under which they were made, not misleading.

Xxxxx X. XxxxxxxXxxxx, General Counsel of Esq., as counsel for the CompanySelling Shareholder, shall have furnished to you her the Representatives his written opinion, addressed to the Underwriters and dated the Time of DeliveryDelivery Date, in form and substance reasonably satisfactory to youthe Representatives, to the effect that: (i) Each The Selling Shareholder has full right, power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the Company and each transactions on the part of the Subsidiaries listed on Schedule III has been duly qualified as Selling Shareholder contemplated hereby will not conflict with or result in a foreign corporation breach or violation of any of the terms or provisions of, or constitute a default under, any statute, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the transaction registration of business and is in good standing the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of each other jurisdiction in which it owns or leases properties or conducts any business so the Stock by the Underwriters (as to require which such qualificationcounsel need express no opinion), except where no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the failure to so qualify execution, delivery and be in good standing could not reasonably be expected to have a Material Adverse Effectperformance of this Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions on the part of the Selling Shareholder contemplated hereby; (ii) To such counsel’s knowledge This Agreement has been duly executed and other than as set forth in the Pricing Disclosure Package and the Final Offering Memorandum, there are no legal delivered by or governmental proceedings pending to which the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries) is a party or of which any property on behalf of the Company or such subsidiary is the subject which, if determined adversely to the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries), would individually or in the aggregate have a Material Adverse EffectSelling Shareholder; and, to such counsel’s knowledge, no such proceedings are threatened by governmental authorities or threatened by others; (iii) Other Upon payment for, and delivery of, the shares of Stock to be sold by the Selling Shareholder under this Agreement in accordance with the terms hereof, the Underwriters will acquire all of the rights of the Selling Shareholder in such shares and will also acquire the interest of the Selling Shareholder in such shares free of any adverse claim (within the meaning of the Uniform Commercial Code). In rendering such opinion, such counsel may (i) state that his opinion is limited to matters governed by the Federal laws of the United States of America and the laws of the State of New York and (ii) in rendering the opinion in Section 9(e)(iii) above, rely upon a certificate of the Selling Shareholder in respect of matters of fact as to ownership of, and the absence of adverse claims regarding, the shares of Stock sold by the Selling Shareholder, provided that such counsel shall furnish copies thereof to the Representatives and state that he believes that both the Underwriters and he are justified in relying upon such certificate. Such counsel shall also have furnished to the Representatives a written statement, addressed to the Underwriters and dated the Delivery Date, in form and substance reasonably satisfactory to the Representatives, to the effect that (x) such counsel has acted as counsel to the Selling Shareholder in connection with the preparation of the Registration Statements, and (y) based on the foregoing, no facts have come to the attention of such counsel which lead him to believe that the Registration Statements (other than the Registration Rights Agreement financial statements and other financial and statistical data contained therein, as to which such counsel need make no such written statement), as of their respective Effective Dates, contained any untrue statement of a material fact relating to the Existing Exchange Selling Shareholder or omitted to state such a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus (other than the financial statements and Registration Rights Agreements other financial and statistical data contained therein, as to which such counsel need make no such written statement) contains any untrue statement of a material fact relating to the Selling Shareholder or as described omits to state such a material fact required to be stated therein or necessary in order to make the Pricing Disclosure Package and the Final Offering Memorandumstatements therein, there are no contracts, agreements or understandings between the Company or any of its Subsidiaries and any person granting such person the right to require the Company or any of its Subsidiaries to file a registration statement under the Securities Act with respect to any securities in light of the Company circumstances under which they were made, not misleading. The foregoing opinion and statement may be qualified by a statement to the effect that such counsel, as counsel to the Selling Shareholder, does not assume any responsibility for the accuracy, completeness or to require fairness of the Company or any of its Subsidiaries to include such securities with the Exchange Securities registered pursuant to any Registration Statement (as such term is defined statements contained in the Registration Rights Agreement); and (iv) All of Statements or the issued shares of capital stock of each of Xxx Xxxxxxx Holdings Inc. and AHC I Acquisition Corp. have been duly and validly authorized and issued, are fully paid and non assessable, and (except as otherwise set forth in the Pricing Disclosure Package and the Final Offering Memorandum) are owned directly by Visant Corporation, free and clear of all liens, encumbrances, equities or claimsProspectus.

Xxxxx X. XxxxxxxXxxxxxxxxx, General Counsel of the CompanyCompany (or such other person who shall be General Counsel of the Company at such Time of Delivery), or Xxxx X. Xxxxx, Divisional Vice President and Associate General Counsel, shall have furnished to you the Representatives her written opinion, dated the Time of DeliveryDelivery for such Designated Securities, in form and substance satisfactory to youthe Representatives, to the effect that: (i) Each of the The Company and each of the Subsidiaries listed on Schedule III has been duly qualified is validly existing as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Illinois, with corporate power and authority to own its properties and conduct its business as described in the Prospectus as amended or supplemented, and is duly qualified to transact business and is in good standing in each other jurisdiction in which it owns the conduct of its business or leases properties the ownership or conducts any business so as to require leasing of property requires such qualification, except where the failure to be so qualify and be qualified or in good standing could not reasonably be expected to would not, in the aggregate, have a Material Adverse Effectmaterial adverse effect upon the Company and its subsidiaries, taken as a whole; (ii) Each of the Significant Subsidiaries of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its property requires such qualification, except where failure to be so qualified or in good standing would not, in the aggregate, have a material adverse effect upon the Company and its subsidiaries, taken as a whole; (iii) To the best of such counsel’s knowledge and other than as set forth in the Pricing Disclosure Package and the Final Offering MemorandumProspectus, there are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries) subsidiaries is a party or of which any property of the Company or such subsidiary any of its subsidiaries is the subject whichthat, if determined adversely to the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries), would individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the consolidated financial position of the Company and its subsidiaries; and, to the best of such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iiiiv) Other than the Registration Rights This Agreement and the Existing Exchange Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and Registration Rights Agreements or as described delivered by the Company; (v) The Designated Securities have been duly authorized, executed, authenticated, issued and delivered; and the Designated Securities and the Indenture conform to the descriptions thereof in the Pricing Disclosure Package Prospectus as amended or supplemented and in the Permitted Free Writing Prospectuses, if any; (vi) The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act; (vii) The issue and sale of the Designated Securities and the Final Offering Memorandumcompliance by the Company with all of the provisions of the Designated Securities, there are no contractsthe Indenture, agreements this Agreement and the Pricing Agreement with respect to the Designated Securities and the consummation of the transactions herein and therein contemplated will not (A) result in any violation of the provisions of the Restated Articles of Incorporation or understandings between the By-Laws of the Company, nor, to the best of such counsel’s knowledge, either (B) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its Subsidiaries and subsidiaries pursuant to the terms of, any person granting such person the right indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to require which the Company or any of its Subsidiaries to file subsidiaries is a registration statement under the Securities Act with respect to any securities of the Company party or to require by which the Company or any of its Subsidiaries subsidiaries is bound or to include which any of the property or assets of the Company or any of its subsidiaries is subject, or (C) result in any violation of any applicable law, statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, in any such case described in clause (B) or (C) the effects of which would, individually or in the aggregate, be materially adverse to the Company and its subsidiaries taken as a whole; and to the best of such counsel’s knowledge, no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale by the Company of the Designated Securities or the consummation by the Company of the transactions contemplated by this Agreement, such Pricing Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the Exchange purchase and distribution of the Designated Securities registered pursuant to any Registration Statement by the Underwriters; (as such term is defined viii) The documents incorporated by reference in the Registration Rights AgreementProspectus as amended or supplemented (other than the financial statements and related schedules and other financial and statistical data therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and (ivix) All The Registration Statement at the date of the issued shares first use of capital stock the Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, as of each their respective dates, as amended or supplemented and any further amendments and supplements thereto made by the Company prior to the Time of Xxx Xxxxxxx Holdings Inc. Delivery for the Designated Securities (other than the financial statements and AHC I Acquisition Corp. have been duly related schedules and validly authorized other financial and issuedstatistical data therein, are fully paid as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and non assessable, the Trust Indenture Act and (except the rules and regulations thereunder; and such counsel does not know of any amendment to the Registration Statement required to be filed or any contracts or other documents of a character required to be filed as otherwise set forth an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus as amended or supplemented or required to be described in the Pricing Registration Statement or the Prospectus as amended or supplemented which are not filed or incorporated by reference or described as required. In addition, such counsel shall state that such counsel or members of such counsel’s staff have participated in conferences with other officers and representatives of the Company, representatives of special counsel and the independent registered public accountants for the Company and the Underwriters and their representatives at which the contents of the Registration Statement, the General Disclosure Package and the Final Offering MemorandumProspectus and related matters were discussed. However, except as specifically noted above, such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package or the Prospectus, or making any representation that such counsel has independently verified or checked the accuracy, completeness or fairness of such statements. Notwithstanding the foregoing, no facts have come to such counsel’s attention that would lead her to believe that (except for financial statements and schedules and other financial and related statistical data as to which such counsel expresses no belief) are owned directly by Visant Corporation(i) the Registration Statement (or any post-effective amendment thereto), free as of the last time it became effective preceding the time the applicable Pricing Agreement was entered into, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the General Disclosure Package as of the Pricing Effective Time contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) the Prospectus (or any amendment or supplement thereto), as of its date and clear as of all liensthe Time of Delivery, encumbrancescontained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, equities or claimsin the light of the circumstances under which they were made, not misleading.

Xxxxx X. XxxxxxxXxxxxxxx, General Counsel of Esq., counsel to the Company, shall have furnished to you her the Underwriters such counsel's written opinion, addressed to the Underwriters and dated the Time of DeliveryClosing Date, in form and substance satisfactory to youthe Underwriters, to the effect that: (i) Each of the 1. The Company and each of the Subsidiaries listed on Schedule III has been duly qualified organized and is validly existing as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Delaware and is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification (except where any such failure would not have a material adverse effect on the Company's ability to perform its obligations under this Agreement[,] [or] the Pooling and Servicing Agreement [or the Insurance Agreement]), and has all power and authority necessary to own or hold its properties and to conduct the business in which it owns is engaged and to enter into and perform its obligations under this Agreement, the Pooling and Servicing Agreement[, the Insurance Agreement] and the Purchase Agreements, and cause the Certificates to be issued. 2. The Company is not in violation of its certificate of incorporation or leases by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company is a party or by which it or its properties may be bound, which default might result in any material adverse change in the financial condition of the Company or which might materially and adversely affect the properties or conducts any business so assets, taken as a whole, of the Company. 3. This Agreement, the Pooling and Servicing Agreement[, the Insurance Agreement] and the Purchase Agreements have been duly authorized, executed and delivered by the Company and, assuming the due authorization, execution and delivery of such agreements by the other parties thereto, such agreements constitute valid and binding obligations, enforceable against the Company in accordance with their respective terms, subject as to require such qualificationenforceability to (x) bankruptcy, except where the failure insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to so qualify creditors' rights generally, (y) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and be in good standing could not reasonably be expected (z) with respect to have a Material Adverse Effect; (ii) To such counsel’s knowledge and other than as set forth in the Pricing Disclosure Package rights of indemnity under this Agreement[ and the Final Offering MemorandumInsurance Agreement], there are no legal limitations of public policy under applicable securities laws. 4. The execution, delivery and performance of this Agreement, the Pooling and Servicing Agreement[, the Insurance Agreement] and the Purchase Agreements by the Company, the consummation of the transactions contemplated hereby and thereby, and the issuance and delivery of the Certificates (i) do not and will not conflict with or governmental proceedings pending result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company or any of its Subsidiaries subsidiaries is subject, which breach or violation would have a material adverse effect on the business, operations or financial condition of the Company, (ii) nor will such actions result in a violation of the provisions of the certificate of incorporation or by-laws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties or assets, which breach or violation would have a material adverse effect on the business, operations or financial condition of the Company, and (iii) nor will such actions result in the creation or imposition of any lien, charge or encumbrance upon the Trust or upon the Certificates, except as otherwise contemplated by the Pooling and Servicing Agreement. 5. The direction by the Company to the Trustee to execute, issue, authenticate and deliver the Certificates has been duly authorized by the Company and, assuming that the Trustee has been duly authorized to do so, when executed by the Company and authenticated and delivered by the Trustee in accordance with the Pooling and Servicing Agreement, the Certificates will be validly issued and outstanding and will be entitled to the benefits of the Pooling and Servicing Agreement. 6. No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States is required for the issuance of the Certificates, and the sale of the Offered Certificates to the Underwriters, or the consummation by the Company of the other than Jostenstransactions contemplated by this Agreement, Inc. the Pooling and its Subsidiaries) Servicing Agreement [and the Insurance Agreement], except such consents, approvals, authorizations, registrations or qualifications as may be required under the Securities Act or state securities or Blue Sky laws in connection with the purchase and distribution of the Offered Certificates by the Underwriters or as have been previously obtained. 7. There are no actions, proceedings or investigations pending with respect to which the Company has received service of process before or, to the best of such counsel's knowledge, without independent investigation, threatened by any court, administrative agency or other tribunal to which the Company is a party or of which any property of the Company or such subsidiary its properties is the subject which, subject: (a) which if determined adversely to the Company would have a material adverse effect on the business, results of operations or financial condition of the Company; (b) asserting the invalidity of the Pooling and Servicing Agreement[, the Insurance Agreement] or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Company of any of its Subsidiaries the transactions contemplated by the Pooling and Servicing Agreement[, the Insurance Agreement] or this Agreement, as the case may be; or (other than Jostens, Inc. d) which might materially and its Subsidiaries), would individually or in adversely affect the aggregate have a Material Adverse Effect; and, to such counsel’s knowledge, no such proceedings are threatened performance by governmental authorities or threatened by others; (iii) Other than the Registration Rights Agreement and the Existing Exchange and Registration Rights Agreements or as described in the Pricing Disclosure Package and the Final Offering Memorandum, there are no contracts, agreements or understandings between the Company or any of its Subsidiaries obligations under, or the validity or enforceability of, the Pooling and any person granting such person Servicing Agreement, [the right to require Insurance Agreement,] this Agreement or the Company or any of its Subsidiaries to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company or any of its Subsidiaries to include such securities with the Exchange Securities registered pursuant to any Registration Statement (as such term is defined in the Registration Rights Agreement); andCertificates. (iv) All of the issued shares of capital stock of each of Xxx Xxxxxxx Holdings Inc. and AHC I Acquisition Corp. 8. The Certificates have been duly and validly authorized and issued, are fully paid and non assessableand, and (except as otherwise set forth in immediately prior to the Pricing Disclosure Package and sale of the Final Offering Memorandum) Offered Certificates to the Underwriters, such Certificates are owned directly by Visant Corporationthe Company, free and clear of all liens, encumbrances, equities or claimsLiens.

Xxxxx X. Xxxxxxx, General Counsel of the Company, shall have furnished to you her his written opinion, dated the Time of DeliveryClosing Date, in form and substance satisfactory to you, you to the effect that: (i) Each of the Company and each of the Subsidiaries listed on Schedule III has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties properties, or conducts any business business, so as to require such qualification, except other than where the failure to be so qualify and be qualified or in good standing could would not reasonably be expected to have a Material Adverse EffectEffect on the Company and its subsidiaries taken as a whole; (ii) To each of the Company's subsidiaries has been duly incorporated or organized and is validly existing as a corporation, partnership or limited liability company under the laws of its jurisdiction of incorporation or organization with power and authority (corporate, partnership or other) to own its properties and conduct its business as described in the Prospectus and has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such counsel’s knowledge qualification, other than where the failure to be so qualified and in good standing would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole; (iii) other than as set forth or contemplated in the Pricing Disclosure Package and the Final Offering MemorandumProspectus, there are no legal or governmental investigations, actions, suits or proceedings pending or, to the best of such counsel's knowledge, threatened against or affecting the Company or any of its subsidiaries or any of their respective properties or to which the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries) subsidiaries is or may be a party or of to which any property of the Company or such subsidiary its subsidiaries is or may be the subject which, if determined adversely to the Company or any of its Subsidiaries (other than Jostenssubsidiaries, Inc. and its Subsidiaries), would could individually or in the aggregate have, or reasonably be expected to have a Material Adverse EffectEffect on the Company and its subsidiaries taken as a whole; and, to the best of such counsel’s 's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; and such counsel does not know of any statutes, regulations, contracts or other documents required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Prospectus which are not filed or described as required; (iiiiv) Other than neither the Registration Rights Agreement and Company nor any of its subsidiaries is, or with the Existing Exchange and Registration Rights Agreements giving of notice or as described lapse of time or both would be, in the Pricing Disclosure Package and the Final Offering Memorandumviolation of or in default under, there are no contractsits Certificate of Incorporation or By-Laws or comparable instruments or any indenture, agreements mortgage, deed of trust, loan agreement or understandings between other agreement or instrument known to such counsel to which the Company or any of its Subsidiaries and any person granting such person the right to require the Company subsidiaries is a party or by which it or any of its Subsidiaries to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company them or any of its Subsidiaries to include such securities with the Exchange Securities registered pursuant to any Registration Statement (as such term their respective properties is defined bound, except for violations and defaults which individually and in the Registration Rights Agreement)aggregate are not material to the Company and its subsidiaries taken as a whole or to the holders of the Securities; and (ivv) All each of the issued shares Company and its subsidiaries owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities (including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of capital stock the date hereof, except where the failure to have such authorizations would not have a Material Adverse Effect on the Company and its subsidiaries taken as a whole, and neither the Company nor any such subsidiary has received any actual notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, the revocation or modification of which could reasonably be expected to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole, except as described in the Registration Statement and the Prospectus; and to the best of such counsel's knowledge, each of Xxx Xxxxxxx Holdings Inc. the Company and AHC I Acquisition Corp. its subsidiaries is in compliance with all laws and regulations relating to the conduct of its business as conducted as of the date of the Prospectus, except where the failure to comply with such laws and regulations would not have been duly a Material Adverse Effect on the Company and validly authorized its subsidiaries taken as a whole. The opinion of Xxxxx X. Xxxxxxx, General Counsel of the Company, described above shall be rendered to the Underwriters at the request of the Company and issuedshall so state therein. In rendering the opinions pursuant to paragraphs (f) or (g), such counsel may rely (A) as to matters involving the application of laws other than the laws of the United States and the States of Delaware, New York and Pennsylvania, to the extent such counsel deems proper and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to Underwriters' counsel) of other counsel reasonably acceptable to the Underwriters' counsel, familiar with the applicable laws; (B) as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and certificates or other written statements of officials of jurisdictions having custody of documents respecting the corporate existence or good standing of the Company. The opinion of such counsel for the Company shall state that the opinion of any such other counsel upon which they relied is in form satisfactory to such counsel and, in such counsel's opinion, the Underwriters and they are fully paid justified in relying thereon. With respect to the matters to be covered in subparagraph (f)(viii) above counsel may state their opinion and non assessable, belief is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendment or supplement thereto (other than the documents incorporated by reference therein) and review and discussion of the contents thereof (including the documents incorporated by reference therein) but is without independent check or verification except as otherwise set forth in the Pricing Disclosure Package and the Final Offering Memorandum) are owned directly by Visant Corporation, free and clear of all liens, encumbrances, equities or claimsspecified.

Xxxxx X. Xxxxxxx, Esq., Executive Vice President, General Counsel and Secretary of the Company, shall have furnished to you her the Underwriters his written opinion, addressed to the Underwriters and dated the Time of Deliverysuch Delivery Date, in form and substance reasonably satisfactory to youthe Underwriters, substantially to the effect that: (i) Each of the Company and each of its Significant Subsidiaries which is incorporated in the Subsidiaries listed on Schedule III United States has been duly qualified incorporated and is validly existing as a foreign corporation for the transaction of business and is in good standing under the laws of its respective jurisdiction of incorporation, has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business in all material respects as it is currently being conducted and as described in the Prospectus, and is duly qualified and in good standing as a foreign corporation authorized to do business in each other jurisdiction described in Schedule 6 in which it owns or leases properties or conducts any the ownership, leasing and operation of its property and the conduct of its business so as to require requires such qualification, qualification (except where the failure to be so qualify qualified and be in good standing could not reasonably be expected to have a Material Adverse Effect;). (ii) To The entities listed on Schedule 2 hereto are the only subsidiaries, direct or indirect, of the Company. Except as otherwise set forth in the Prospectus, the Company owns, directly or indirectly through other subsidiaries, the percentage indicated on Schedule 2 of the outstanding capital stock or other securities evidencing equity ownership of such subsidiaries, free and clear of any security interest and, to the knowledge of such counsel’s knowledge , any claim, lien, limitation on voting rights or encumbrance; and all of such securities have been duly authorized, validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights. There are no outstanding subscriptions, rights, warrants, calls, commitments of sale or options to acquire, or instruments convertible into or exchangeable for, any such shares of capital stock or other than equity interest of such subsidiaries owned by the Company. (iii) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, including, without limitation, the corporate power and authority to issue, sell and deliver the Shares as provided herein. (iv) Except as set forth in the Pricing Disclosure Package and the Final Offering MemorandumProspectus, there are no legal preemptive or governmental proceedings pending other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company's articles of incorporation or by-laws or any agreement or other instrument known to such counsel. (v) The Company had an authorized capitalization as of September 30, 2003, as set forth in the Prospectus and all issued shares of capital stock of the Company (other than the Shares), have been duly and validly authorized and issued by the Company and are fully paid and non-assessable. (vi) To the knowledge of such counsel, neither the Company nor any of its Significant Subsidiaries which are incorporated in the United States is (i) in violation of its respective charter or bylaws, (ii) is in default in the performance of any obligation, agreement or condition contained in any material bond, debenture, note or any other evidence of indebtedness or in any other instrument, indenture, mortgage, deed of trust, retrocessional treaty or arrangement, or other material agreement to which it is a party or by which it is bound or to which any of its properties is subject or (iii) is in violation of any U.S. federal or Missouri law, statute, rule, regulation, judgment or court decree applicable to the Company or its Significant Subsidiaries which are incorporated in the United States, except in the case of clauses (ii) and (iii) for any such violation or default which would not reasonably be expected to have a Material Adverse Effect. (vii) The execution and delivery by the Company of this Agreement, the issuance of the Shares and the consummation by the Company of the transactions contemplated hereby and thereby will not violate or constitute a breach of any of the terms or provisions of, or a default under (or an event that with notice or the lapse of time, or both, would constitute a default), or require consent under, or result in the imposition of a lien or encumbrance on any properties of the Company or any of its Significant Subsidiaries which are incorporated in the United States, or an acceleration of indebtedness pursuant to, (i) the charter or bylaws of the Company or any of its Significant Subsidiaries which are incorporated in the United States, (ii) any bond, debenture, note, indenture, mortgage, deed of trust or other agreement or instrument known to such counsel to which the Company or any of its Significant Subsidiaries (other than Jostens, Inc. and its Subsidiaries) which are incorporated in the United States is a party or of by which any of them or their property is or may be bound, (iii) any U.S. federal or Missouri statute, rule or regulation reasonably recognized by such counsel as applicable to transactions of this kind, or (iv) any judgment, order or decree known to such counsel of any U.S. federal or Missouri court or governmental agency or authority having jurisdiction over the Company or such subsidiary is the subject whichCompany, if determined adversely to the Company or any of its Significant Subsidiaries (which are incorporated in the United States or their assets or properties, other than Jostenscompliance by the Company with securities and corporation laws, Inc. and its Subsidiaries)as applicable, as to which such counsel need not express any opinion, except for any such violations, breaches or defaults which would individually or in the aggregate not reasonably be expected to have a Material Adverse Effect; and, and provided, that such opinion may be subject to the qualification that the rights to indemnification or contribution provided for herein may be violative of public policy underlying certain laws, rules or regulations (including federal and state securities laws, rules or regulations) and except for such consents as may have been obtained by the Company or such consents or filings as may be required under state or foreign securities or Blue Sky laws and regulations or such as may be required by the NASD. No consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any governmental agency, body, administrative agency or, to the knowledge of such counsel’s knowledge, no any court, is required for the execution and delivery by the Company of this Agreement, the issuance of the Shares and the consummation by the Company of the transactions contemplated hereby and thereby (other than compliance by the Company with securities and corporation laws, as applicable, as to which such proceedings are threatened by governmental authorities counsel need not express any opinion), except such as (i) would not reasonably be expected to have a Material Adverse Effect, (ii) would not prohibit or threatened by others; adversely affect the issuance of the Shares, if at all, or (iii) Other than may be required under state or foreign securities or Blue Sky laws and regulations or such as may be required by the Registration Rights Agreement NASD. No consents or waivers from any other person are required the execution, delivery and performance by the Company of this Agreement, the issuance of the Shares and the Existing Exchange consummation of the transactions contemplated hereby and Registration Rights Agreements thereby (other than compliance by the Company with securities and corporation laws, as applicable, as to which such counsel need not express any opinion), other than such consents and waivers as (i) would not reasonably be expected to have a Material Adverse Effect, (ii) would not prohibit or adversely affect the issuance of the Shares, if at all, or (iii) have been obtained. (viii) To the best knowledge of such counsel, the Company and each of its Significant Subsidiaries which are incorporated in the United States has (i) all Authorizations necessary to engage in the business currently conducted by it in the manner described in the Prospectus, except where failure to hold such Authorizations would not have a Material Adverse Effect and (ii) no reason to believe that any governmental body or agency is considering limiting, suspending or revoking any such Authorization. To the best knowledge of such counsel and except as would not have a Material Adverse Effect, all such Authorizations are valid and in full force and effect and the Company and its Significant Subsidiaries which are incorporated in the United States are in compliance in all material respects with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory authorities having jurisdiction with respect thereto. Except as described in the Pricing Disclosure Package Prospectus, no insurance regulatory agency or body has issued any order or decree impairing, restricting or prohibiting the payment of dividends by any Significant Subsidiary which is incorporated in the United States of the Company to its parent, other than any such orders or decrees the issuance of which could not reasonably be expected to have a Material Adverse Effect. (ix) Neither the Company nor any of its subsidiaries is, or after the application of the net proceeds from the sale of the Shares will be, an "investment company" as defined, and subject to regulation under, the Final Offering MemorandumInvestment Company Act. (x) The Incorporated Documents or any further amendment or supplement thereto made by the Company prior to the applicable Delivery Date (other than the financial statements, notes and schedules or any other financial, statistical or accounting data included or incorporated by reference in or omitted from the Incorporated Documents, as to which such counsel need express no opinion), when they were filed with the Commission and as of the applicable Delivery Date, complied and comply, as the case may be, as to form in all material respects with the requirements of the Exchange Act. (xi) To the best of such counsel's knowledge, there are no contracts, agreements contracts or understandings between other documents which are required to be described in the Company Prospectus or any of its Subsidiaries and any person granting such person filed as exhibits to the right to require the Company or any of its Subsidiaries to file a registration statement under Registration Statement by the Securities Act which have not been described or filed as exhibits to the Registration Statement. In addition, such counsel shall state that he has, or members of his staff have, participated in conferences with respect other officers and other representatives of the Company, representatives of Deloitte & Touche, the Underwriters and their counsel in connection with the preparation of the Registration Statement and the Prospectus at which conferences the contents of the Registration Statement and the Prospectus were discussed, reviewed and revised. Although such counsel is not passing upon, and does not assume responsibility for, the accuracy, completeness or fairness of such statements and has not made any independent investigation thereof (except as indicated above), on the basis of the information which was developed in the course thereof, such counsel will advise the Underwriters that such counsel has no reason to believe that (i) the Registration Statement, on the Effective Date, contained an untrue statement of material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (ii) the Prospectus as such Prospectus may have been amended or supplemented, if applicable), at the time such Prospectus was circulated and on the applicable Delivery Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel need not express any securities view as to the financial statements, notes and schedules or any other financial, statistical or accounting data included or incorporated by reference in or omitted from the Registration Statement and the Prospectus. The opinions of such counsel described in this paragraph shall be rendered to the Underwriters at the request of the Company or to require the Company or any of its Subsidiaries to include such securities with the Exchange Securities registered pursuant to any Registration Statement (as such term is defined in the Registration Rights Agreement); and (iv) All of the issued shares of capital stock of each of Xxx Xxxxxxx Holdings Inc. and AHC I Acquisition Corp. have been duly shall so state therein. Such opinions may contain customary recitals, conditions and validly authorized and issued, are fully paid and non assessable, and (except as otherwise set forth in the Pricing Disclosure Package and the Final Offering Memorandum) are owned directly by Visant Corporation, free and clear of all liens, encumbrances, equities or claimsqualifications.

Xxxxx X. X. Xxxxxxx, Esq., General Counsel of the Company, shall have furnished to you her written opinion, dated the Time of Delivery, in a form and substance reasonably satisfactory to youthe Underwriters, to the effect that: (i1) Each of the The Company is a corporation duly incorporated, validly existing and each of the Subsidiaries listed on Schedule III has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and as shall be described in the Final Prospectus. To the best of such counsel's knowledge, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which it owns such qualification is required, whether by reason of ownership or leases properties leasing of property or conducts any business so as to require such qualificationthe conduct of business, except where the failure to so qualify and be in good standing could would not reasonably be expected to have a Material Adverse Effect;. (ii2) To such counsel’s knowledge All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, and are fully paid and nonassessable and are owned of record by General Motors Corporation. All of the issued and outstanding shares of capital stock of each of the Significant Subsidiaries have been duly authorized and validly issued and are fully paid and non assessable and are owned by the Company, directly or indirectly, free and clear of all Liens, other than as set forth in the Pricing Disclosure Package Registration Statement and as shall be described in the Final Prospectus. (3) The execution and delivery of this Agreement and the Final Offering MemorandumIndenture and the consummation of the transactions contemplated hereby and thereby will not conflict with, constitute a default under or violate (or with respect to clause (y), impose or create any lien upon any material property or assets of the Company or any of its Significant Subsidiaries under) (x) any of the terms, conditions or provisions of the respective certificates of incorporation or by laws of the Company or its Significant Subsidiaries, (y) to the best of such counsel's knowledge, any of the terms, conditions or provisions of any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company or its Significant Subsidiaries is a party or by which the Company or its Significant Subsidiaries is bound, or to which any of the property or assets of the Company or its Significant Subsidiaries is subject, except with respect to such conflicts, defaults or violations which would not have a Material Adverse Effect, or (z) any decree of any court or governmental authority binding on the Company or its Significant Subsidiaries, of which such counsel is aware, except those which would not have a Material Adverse Effect. (4) To the best of such counsel's knowledge, no default exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument to which the Company or its Significant Subsidiaries is a party or is bound where such default could have a Material Adverse Effect. (5) To the best of such counsel's knowledge, there are no legal or governmental proceedings pending or threatened which could reasonably be expected to which the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries) is a party or of which any property of the Company or such subsidiary is the subject which, if determined adversely to the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries), would individually or in the aggregate have a Material Adverse Effect; Effect and which are not disclosed in the Registration Statement or as shall be described in the Final Prospectus. In giving their opinions required by subsections (e)(A) and (B) of this Section, Weil, Gotshal & Xxxxxx LLP and Ms. Tiffany shall additionally state that each such counsel (together with, in the case of Mr. Tiffany, attorneys on her staff acting under her supervision) have participated in conferences with directors, officers and other representatives of the Company, representatives of the independent public accountants for the Company, representatives of the Underwriters and representatives of counsel for the Underwriters, at which conferences the contents of the Final Prospectus and related matters were discussed, and, although such counsel has not independently verified and is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Final Prospectus (except in the case of Weil, Gotshal & Xxxxxx LLP to the extent specified in subsections (e)(A)(4)), no facts have come to such counsel’s knowledge, no such proceedings are threatened by governmental authorities 's attention which lead it or threatened by others; (iii) Other than the Registration Rights Agreement and the Existing Exchange and Registration Rights Agreements or as described in the Pricing Disclosure Package and him to believe that the Final Offering MemorandumProspectus, there are on the date thereof or at the Closing Date (or the Option Closing Date, as the case may be), contained or contains an untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading (it being understood that such counsel expresses no contracts, agreements or understandings between the Company or any of its Subsidiaries and any person granting such person the right to require the Company or any of its Subsidiaries to file a registration statement under the Securities Act view with respect to the financial statements and related notes, the financial statement schedules and the other financial, statistical and accounting data included in the Final Prospectus). References to the Final Prospectus in this subsection (c) shall include any securities amendment or supplement thereto prepared in accordance with the provisions of this Agreement at the Closing Date. The opinion of Weil, Gotshal & Xxxxxx LLP described in subsection (e)(A) and the opinion of Xxxxx X. X. Xxxxxxx, Esq. described in subsection (e)(B) shall be rendered to the Underwriters at the request of the Company or to require the Company or any of its Subsidiaries to include such securities with the Exchange Securities registered pursuant to any Registration Statement (as such term is defined in the Registration Rights Agreement); and (iv) All of the issued shares of capital stock of each of Xxx Xxxxxxx Holdings Inc. and AHC I Acquisition Corp. have been duly and validly authorized and issued, are fully paid and non assessable, and (except as otherwise set forth in the Pricing Disclosure Package and the Final Offering Memorandum) are owned directly by Visant Corporation, free and clear of all liens, encumbrances, equities or claimsshall so state therein.

Xxxxx X. XxxxxxxXxxxxxxxxx, General Counsel of the CompanyCompany (or such other person who shall be General Counsel of the Company at such Time of Delivery), or Xxxx X. Xxxxx, Divisional Vice President and Associate General Counsel, shall have furnished to you her the Representatives such counsel’s written opinion, dated the Time of DeliveryDelivery for such Designated Securities, in form and substance satisfactory to youthe Representatives, to the effect that: (i) Each of the The Company and each of the Subsidiaries listed on Schedule III has been duly qualified is validly existing as a foreign corporation for the transaction of business and is in good standing under the laws of the State of Illinois, with corporate power and authority to own its properties and conduct its business as described in the Prospectus as amended or supplemented, and is duly qualified to transact business and is in good standing in each other jurisdiction in which it owns the conduct of its business or leases properties the ownership or conducts any business so as to require leasing of property requires such qualification, except where the failure to be so qualify and be qualified or in good standing could not reasonably be expected to would not, in the aggregate, have a Material Adverse Effectmaterial adverse effect upon the Company and its subsidiaries, taken as a whole; (ii) Each of the Significant Subsidiaries of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its property requires such qualification, except where failure to be so qualified or in good standing would not, in the aggregate, have a material adverse effect upon the Company and its subsidiaries, taken as a whole; (iii) To the best of such counsel’s knowledge and other than as set forth in the Pricing Disclosure Package and the Final Offering MemorandumProspectus, there are no legal or governmental proceedings pending to which the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries) subsidiaries is a party or of which any property of the Company or such subsidiary any of its subsidiaries is the subject whichthat, if determined adversely to the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries), would individually or in the aggregate aggregate, could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the consolidated financial position of the Company and its subsidiaries; and, to the best of such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iiiiv) Other than the Registration Rights This Agreement and the Existing Exchange Pricing Agreement with respect to the Designated Securities have been duly authorized, executed and Registration Rights Agreements or as described delivered by the Company; (v) The Designated Securities have been duly authorized, executed, authenticated, issued and delivered; and the Designated Securities and the Indenture conform to the descriptions thereof in the Pricing Disclosure Package Prospectus as amended or supplemented and in the Permitted Free Writing Prospectuses, if any; (vi) The Indenture has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act; (vii) The issue and sale of the Designated Securities and the Final Offering Memorandumcompliance by the Company with all of the provisions of the Designated Securities, there are no contractsthe Indenture, agreements this Agreement and the Pricing Agreement with respect to the Designated Securities and the consummation of the transactions herein and therein contemplated will not (A) result in any violation of the provisions of the Restated Articles of Incorporation or understandings between the By-Laws of the Company, nor, to the best of such counsel’s knowledge, either (B) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its Subsidiaries and subsidiaries pursuant to the terms of, any person granting such person the right indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to require which the Company or any of its Subsidiaries to file subsidiaries is a registration statement under the Securities Act with respect to any securities of the Company party or to require by which the Company or any of its Subsidiaries subsidiaries is bound or to include which any of the property or assets of the Company or any of its subsidiaries is subject, or (C) result in any violation of any applicable law, statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, in any such case described in clause (B) or (C) the effects of which would, individually or in the aggregate, be materially adverse to the Company and its subsidiaries taken as a whole; and to the best of such counsel’s knowledge, no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale by the Company of the Designated Securities or the consummation by the Company of the transactions contemplated by this Agreement, such Pricing Agreement or the Indenture, except such as have been obtained under the Securities Act and the Trust Indenture Act and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the Exchange purchase and distribution of the Designated Securities registered pursuant to any Registration Statement by the Underwriters; (as such term is defined viii) The documents incorporated by reference in the Registration Rights AgreementProspectus as amended or supplemented (other than the financial statements and related schedules and other financial and statistical data therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and (ivix) All The Registration Statement at the date of the issued shares first use of capital stock the Prospectus, the Prospectus and the Permitted Free Writing Prospectuses, if any, as of each their respective dates, as amended or supplemented and any further amendments and supplements thereto made by the Company prior to the Time of Xxx Xxxxxxx Holdings Inc. Delivery for the Designated Securities (other than the financial statements and AHC I Acquisition Corp. have been duly related schedules and validly authorized other financial and issuedstatistical data therein, are fully paid as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and non assessable, the Trust Indenture Act and (except the rules and regulations thereunder; and such counsel does not know of any amendment to the Registration Statement required to be filed or any contracts or other documents of a character required to be filed as otherwise set forth an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus as amended or supplemented or required to be described in the Pricing Registration Statement or the Prospectus as amended or supplemented which are not filed or incorporated by reference or described as required. In addition, such counsel shall state that such counsel or members of such counsel’s staff have participated in conferences with other officers and representatives of the Company, representatives of special counsel and the independent registered public accountants for the Company and the Underwriters and their representatives at which the contents of the Registration Statement, the General Disclosure Package and the Final Offering MemorandumProspectus and related matters were discussed. However, except as specifically noted above, such counsel is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the General Disclosure Package or the Prospectus, or making any representation that such counsel has independently verified or checked the accuracy, completeness or fairness of such statements. Notwithstanding the foregoing, no facts have come to such counsel’s attention that would lead such counsel to believe that (except for financial statements and schedules and other financial and related statistical data as to which such counsel expresses no belief) are owned directly by Visant Corporation(i) the Registration Statement (or any post-effective amendment thereto), free as of the last time it became effective preceding the time the applicable Pricing Agreement was entered into, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) the General Disclosure Package as of the Pricing Effective Time contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) the Prospectus (or any amendment or supplement thereto), as of its date and clear as of all liensthe Time of Delivery, encumbrancescontained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, equities or claimsin the light of the circumstances under which they were made, not misleading.

Xxxxx X. Xxxxxxx, General Counsel Esq., Senior Vice President--Law and External Relations of Parent, acting as counsel for the CompanyParent and the Selling Shareholder, shall have furnished to you her his written opinion, opinion dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Each of the Company Parent and each of the Subsidiaries listed on Schedule III Selling Shareholder has been duly qualified incorporated and is validly existing as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify and be in good standing could not reasonably be expected to have a Material Adverse Effect; (ii) To such counsel’s knowledge and other than as set forth in the Pricing Disclosure Package and the Final Offering Memorandum, there are no legal or governmental proceedings pending to which the Company or any State of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries) is a party or of which any property of the Company or such subsidiary is the subject which, if determined adversely to the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries), would individually or in the aggregate have a Material Adverse EffectDelaware; and, to such counsel’s knowledge, no such proceedings are threatened by governmental authorities or threatened by others; (iii) Other than the Registration Rights Agreement and the Existing Exchange and Registration Rights Agreements or as described in the Pricing Disclosure Package and the Final Offering Memorandum, there are no contracts, agreements or understandings between the Company or any of its Subsidiaries and any person granting such person the right to require the Company or any of its Subsidiaries to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company or any of its Subsidiaries to include such securities with the Exchange Securities registered pursuant to any Registration Statement (as such term is defined in the Registration Rights Agreement); and (iv) All all of the issued shares of capital stock of each of Xxx Xxxxxxx Holdings Inc. and AHC I Acquisition Corp. the Selling Shareholder have been duly and validly authorized issued and issued, are fully paid and non non-assessable, and ; (except as otherwise set forth in the Pricing Disclosure Package ii) This Agreement and the Final Offering MemorandumInternational Underwriting Agreement have been duly executed and delivered by or on behalf of the Parent and the Selling Shareholder; and the sale of the Shares to be sold by the Selling Shareholder hereunder and thereunder and the compliance by the Parent and the Selling Shareholder with all of the provisions of this Agreement and the International Underwriting Agreement and the consummation of the transactions herein and therein contemplated (including the Stock Repurchase Transaction) are owned directly will not conflict with or result in a breach or violation of any terms or provisions of, or constitute a default under, any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Parent or the Selling Shareholder is a party or by Visant Corporationwhich the Parent or the Selling Shareholder is bound, to or which any of the property or assets of the Parent or the Selling Shareholder is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Parent or the Selling Shareholder or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Parent or the Selling Shareholder or their respective properties (in rendering the opinion in this clause (ii), such counsel may state that it is not opining on the registration under the Act of the Shares and the requirements under state or foreign securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters and the International Underwriters); (iii) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement and the International Underwriting Agreement in connection with the Shares to be sold by such Selling Shareholder hereunder or thereunder, except such as have been obtained under the Act and such as may be required under state or foreign securities or Blue Sky laws in connection with the purchase and distribution of such Shares by the Underwriters or the International Underwriters; (iv) Immediately prior to the First Time of Delivery such Selling Shareholder had good and valid title to the Shares to be sold at the First Time of Delivery by such Selling Shareholder under this Agreement and the International Underwriting Agreement, free and clear of all liens, encumbrances, equities or claims., and full right, power and authority to sell, assign, transfer and deliver the Shares to be sold by such Selling Shareholder hereunder and thereunder; (v) Upon delivery to the Underwriters by the Selling Shareholder of a certificate or certificates for the Shares to be sold by it against receipt of the purchase price therefor as provided in this Agreement and the International Underwriting Agreement, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims, will have been transferred to each of the several Underwriters or International Underwriters, as the case may be, who will have purchased such Shares in good faith and without notice of any such lien, encumbrance, equity or claim or any other adverse claim within the meaning of the Uniform Commercial Code; and (vi) The consummation by the Parent and the Selling Shareholder of the Stock Repurchase Transaction will not result in any violation of the federal securities laws or state Blue Sky laws. In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction outside the United States;

Xxxxx X. Xxxxxxx, General Counsel of the Company, shall have furnished Xxxxx may continue to you her written opinion, dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) Each serve as a director of the Company and each (y) the Board of Directors shall have at least three directors who are directors on the date hereof and who are neither officers of the Subsidiaries listed Company nor designees, stockholders, affiliates or associates (within the meaning of the Federal securities laws) of Parent (such directors, the "Independent Directors"); provided further, that if at any time or from time to -------- ------- time fewer than three Independent Directors remain, the other directors shall elect to the Board of Directors such number of persons who shall be neither officers of the Company nor designees, shareholders, affiliates or associates of Parent so that the total of such persons and remaining Independent Directors serving on the Board of Directors is at least three. Any such person elected to the Board of Directors pursuant to the second proviso of the preceding sentence shall be deemed to be an Independent Director for purposes of this Agreement. Subject to applicable law, the Company shall promptly take all action necessary pursuant to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder in order to fulfill its obligations under this Section 1.3 and shall include in the Schedule III 14D-9 mailed to stockholders promptly after the commencement of the Offer (or an amendment thereof or an information statement pursuant to Rule 14f-1 if Parent has been duly qualified not theretofore designated directors) such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.3. Parent will supply the Company any information with respect to itself and its nominees, officers, directors and affiliates required by Section 14(f) and Rule 14f-1. Notwithstanding anything in this Agreement to the contrary, following the time directors designated by Parent constitute a foreign corporation for majority of the transaction Board of business Directors and is in good standing under prior to the laws Effective Time, the affirmative vote of each other jurisdiction in which it owns a majority of the Independent Directors shall be required to (i) amend or leases properties terminate on behalf of the Company this Agreement, the Company Stock Option Agreement or conducts any business so the Termination Agreement, dated as to require such qualificationof the date hereof, except where among the failure to so qualify Company, Xxxxxx and be in good standing could not reasonably be expected to have a Material Adverse Effect; Xxxxxx X. Xxxxxx (ii) To such counsel’s knowledge and other than as set forth in the Pricing Disclosure Package and the Final Offering Memorandum, there are no legal exercise or governmental proceedings pending to which the Company or waive any of its Subsidiaries (other than Jostensthe Company's rights or remedies hereunder or thereunder, Inc. and its Subsidiaries) is a party or of which any property of the Company or such subsidiary is the subject which, if determined adversely to the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries), would individually or in the aggregate have a Material Adverse Effect; and, to such counsel’s knowledge, no such proceedings are threatened by governmental authorities or threatened by others; (iii) Other than extend the Registration Rights Agreement and the Existing Exchange and Registration Rights Agreements time for performance of Parent's or as described in the Pricing Disclosure Package and the Final Offering Memorandum, there are no contracts, agreements Purchaser's obligations hereunder or understandings between the Company thereunder or any of its Subsidiaries and any person granting such person the right to require the Company or any of its Subsidiaries to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company or any of its Subsidiaries to include such securities with the Exchange Securities registered pursuant to any Registration Statement (as such term is defined in the Registration Rights Agreement); and (iv) All take any other action required to be taken by the Board of the issued shares of capital stock of each of Xxx Xxxxxxx Holdings Inc. and AHC I Acquisition Corp. have been duly and validly authorized and issued, are fully paid and non assessable, and (except as otherwise set forth in the Pricing Disclosure Package and the Final Offering Memorandum) are owned directly by Visant Corporation, free and clear of all liens, encumbrances, equities Directors hereunder or claimsthereunder.

Xxxxx X. Xxxxxxx, Vice President and General Counsel of the Company, or other counsel for the Company satisfactory to such Agent, shall have furnished to you her such Agent his written opinion, dated the Closing Date and each applicable date referred to in Section 4(i) hereof that is on or prior to such Solicitation Time or Time of Delivery, as the case may be, in form and substance satisfactory to yousuch Agent, to the effect that: (i) Each of the The Company and each of the Subsidiaries listed on Schedule III has been duly qualified incorporated and is validly existing as a foreign corporation for the transaction of business and is in good standing under the laws of each other the jurisdiction of its incorporation and has the power and authority (corporate and other) to own its properties and conduct its business as described in which it owns the Prospectus as amended or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify and be in good standing could not reasonably be expected to have a Material Adverse Effectsupplemented; (ii) The authorized capital stock of the Company is as set forth in the Prospectus as amended or supplemented; (iii) To the best of such counsel’s 's knowledge and other than as set forth or contemplated in the Pricing Disclosure Package and the Final Offering MemorandumProspectus, there are no legal or governmental proceedings proceed- ings pending to which the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries) subsidiaries is a party or of which any property of the Company or such subsidiary any of its subsidiaries is the subject which, if determined adversely to the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries), would individually or in the aggregate aggregate, would reasonably be expected to have a Material Adverse Effect; material adverse effect on the consolidated financial position of the Company and its subsidiaries, taken as a whole, or which is required to be disclosed in the Registration Statement and, to the best of such counsel’s 's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others; (iiiiv) Other than The Company has the Registration Rights corporate power and authority to execute and deliver this Agreement and any Purchase Agreement and to perform its obligations hereunder and thereunder; and this Agreement and any applicable Purchase Agreement have been duly authorized, executed and delivered by the Company; (v) Assuming that at the time of the issuance, sale and delivery of each particular Security there will not have occurred any change in law affecting the validity, legally binding character or enforce- ability of such Security, that the terms of the Securities have been established in accordance with the Indenture and that the Securities are issued and delivered by the Company in accordance with this Agreement and any Purchase Agreement, the Securities will have been duly authorized, executed and delivered by the Company and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture and enforceable in accordance with their terms and the terms of the Indenture (subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles); and the Indenture conforms and the Securities will conform, in all material re- spects, to the descriptions thereof in the Prospectus as amended or supplemented; (vi) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act; (vii) The issue and sale of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture, this Agreement and any applicable Purchase Agreement and the Existing Exchange consummation of the transactions herein and Registration Rights Agreements therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Certificate of Incorporation, as described in amended, of the Pricing Disclosure Package and Company or the Final Offering MemorandumBylaws of the Company or, there are no contractsto such counsel's knowledge, agreements any statute or understandings between any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries properties; (viii) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the solicitation of offers to purchase Securities, the issue and sale of the Securities or the consummation by the Company of the other transactions contemplated by this Agreement, any applicable Purchase Agreement, or the Indenture, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under any securities or Blue Sky laws of any state or foreign jurisdiction in connection with the solicitation by the Agents of offers to purchase Securities from the Company and with purchases of Securities by an Agent as principal, as the case may be, in each case in the manner contemplated hereby; (ix) The documents incorporated by reference in the Prospectus (other than the financial statements and related schedules or other financial data therein, as to which such counsel need express no opinion), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder; and such counsel has no reason to believe that any of such documents, when they were so filed, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading; (x) The Registration Statement and the Prospectus as amended and supplemented and any person granting such person the right to require further amendments and supplements thereto made by the Company prior to the date of such opinion (other than the financial statements and related schedules or other financial data therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder; such counsel has no reason to believe that, as of its effective date, the Registration Statement or any further amendment or supplement thereto made by the Company prior to the date of its Subsidiaries such opinion (other than the financial statements and related schedules or other financial data therein, as to file which such counsel need express no opinion) contained an untrue statement of a registration statement under material fact or omitted to state a material fact required to be stated therein or necessary to make the Securities Act with respect to any securities statements therein not misleading or that, as of the Company date of such opinion, the Prospectus as amended or to require supplemented or any further amendment or supplement thereto made by the Company prior to the date of such opinion (other than the financial statements and related schedules or other financial data therein, as to which such counsel need express no opinion) contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; and such counsel does not know of any amendment to the Registration Statement required to be filed or any contracts or other documents of its Subsidiaries a character required to include such securities with be filed as an exhibit to the Exchange Securities registered pursuant to any Registration Statement (or required to be incor- porated by reference into the Prospectus as such term is defined amended or supplemented or required to be described in the Registration Rights Agreement)Statement or the Prospectus as amended or supplemented which are not filed or incorporated by reference or described as required; and (ivxi) All The Registration Statement has become effective under the Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued shares of capital stock of each of Xxx Xxxxxxx Holdings Inc. and AHC I Acquisition Corp. have been duly and validly authorized and issued, are fully paid and non assessable, and (except as otherwise set forth in no proceeding for that purpose is pending or threatened by the Pricing Disclosure Package and the Final Offering Memorandum) are owned directly by Visant Corporation, free and clear of all liens, encumbrances, equities or claims.Commission;

Xxxxx X. XxxxxxxXxxxx, General Counsel of Esq., as counsel for the CompanySelling Shareholder, shall have furnished to you her the Representatives his written opinion, addressed to the Underwriters and dated the Time of DeliveryDelivery Date, in form and substance satisfactory to youthe Representatives, to the effect that: (i) Each The Selling Shareholder has full right, power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the Company and each transactions on the part of the Subsidiaries listed on Schedule III has been duly qualified as Selling Shareholder contemplated hereby will not conflict with or result in a foreign corporation breach or violation of any of the terms or provisions of, or constitute a default under, any statute, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Selling Shareholder is a party or by which the Selling Shareholder is bound or to which any of the property or assets of the Selling Shareholder is subject, nor will such actions result in any violation of any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Selling Shareholder or the property or assets of the Selling Shareholder; and, except for the transaction registration of business and is in good standing the Stock under the Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under the Exchange Act and applicable state securities laws in connection with the purchase and distribution of each other jurisdiction in which it owns or leases properties or conducts any business so the Stock by the Underwriters (as to require which such qualificationcounsel need express no opinion), except where no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body is required for the failure to so qualify execution, delivery and be in good standing could not reasonably be expected to have a Material Adverse Effectperformance of this Agreement by the Selling Shareholder and the consummation by the Selling Shareholder of the transactions on the part of the Selling Shareholder contemplated hereby; (ii) To such counsel’s knowledge This Agreement has been duly executed and other than as set forth in the Pricing Disclosure Package and the Final Offering Memorandum, there are no legal delivered by or governmental proceedings pending to which the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries) is a party or of which any property on behalf of the Company or such subsidiary is the subject which, if determined adversely to the Company or any of its Subsidiaries (other than Jostens, Inc. and its Subsidiaries), would individually or in the aggregate have a Material Adverse EffectSelling Shareholder; and, to such counsel’s knowledge, no such proceedings are threatened by governmental authorities or threatened by others; (iii) Other Upon payment for, and delivery of, the shares of Stock to be sold by the Selling Shareholder under this Agreement in accordance with the terms hereof, the Underwriters will acquire all of the rights of the Selling Shareholder in such shares and will also acquire the interest of the Selling Shareholder in such shares free of any adverse claim (within the meaning of the Uniform Commercial Code). In rendering such opinion, such counsel may (i) state that his opinion is limited to matters governed by the Federal laws of the United States of America and the laws of the State of New York and (ii) in rendering the opinion in Section 9 above, rely upon a certificate of the Selling Shareholder in respect of matters of fact as to ownership of, and the absence of adverse claims regarding, the shares of Stock sold by the Selling Shareholder, provided that such counsel shall furnish copies thereof to the Representatives and state that he believes that both the Underwriters and he are justified in relying upon such certificate. Such counsel shall also have furnished to the Representatives a written statement, addressed to the Underwriters and dated the Delivery Date, in form and substance reasonably satisfactory to the Representatives, to the effect that (x) such counsel has acted as counsel to the Selling Shareholder in connection with the preparation of the Registration Statements, and (y) based on the foregoing, no facts have come to the attention of such counsel which lead him to believe that the Registration Statements (other than the Registration Rights Agreement financial statements and other financial data contained therein, as to which such counsel need make no such written statement), as of their respective Effective Dates, contained any untrue statement of a material fact relating to the Existing Exchange Selling Shareholder or omitted to state such a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus (other than the financial statements and Registration Rights Agreements other financial data contained therein, as to which such counsel need make no such written statement) contains any untrue statement of a material fact relating to the Selling Shareholder or as described omits to state such a material fact required to be stated therein or necessary in order to make the Pricing Disclosure Package and the Final Offering Memorandumstatements therein, there are no contracts, agreements or understandings between the Company or any of its Subsidiaries and any person granting such person the right to require the Company or any of its Subsidiaries to file a registration statement under the Securities Act with respect to any securities in light of the Company circumstances under which they were made, not misleading. The foregoing opinion and statement may be qualified by a statement to the effect that such counsel, as counsel to the Selling Shareholder, does not assume any responsibility for the accuracy, completeness or to require fairness of the Company or any of its Subsidiaries to include such securities with the Exchange Securities registered pursuant to any Registration Statement (as such term is defined statements contained in the Registration Rights Agreement); and (iv) All of Statements or the issued shares of capital stock of each of Xxx Xxxxxxx Holdings Inc. and AHC I Acquisition Corp. have been duly and validly authorized and issued, are fully paid and non assessable, and (except as otherwise set forth in the Pricing Disclosure Package and the Final Offering Memorandum) are owned directly by Visant Corporation, free and clear of all liens, encumbrances, equities or claimsProspectus.