Exhibit 5.11
[LETTERHEAD OF QUARLES & BRADY LLP]
March 19, 2004
Precision Castparts Corp.
4650 S.W. Macadam Ave., Suite 440
Portland, Oregon 97239
Stoel Rives LLP
900 SW Fifth Avenue
Portland, OR 97204
- Re:
- Guarantee of Certain Precision Castparts Corp. Notes
Ladies and Gentlemen:
We have acted as special Wisconsin counsel for J&L Fiber Services, Inc., a Wisconsin corporation (the "Wisconsin Guarantor"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by Precision Castparts Corp., an Oregon corporation (the"Company"), in connection with the registration by the Company under the Securities Act of 1933, as amended (the"Securities Act") of the offer and exchange by the Company of up to $200,000,000 principal amount of the Company's 5.60% Senior Notes due 2013 that have been registered under the Securities Act (the"New Notes"), which New Notes will be guaranteed by the Wisconsin Guarantor, for a like principal amount of the Company's outstanding 5.60% Senior Notes due 2013 (the"Old Notes"), which Old Notes have also been guaranteed by the Wisconsin Guarantor.
Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Indenture.
In connection with this opinion letter we have examined each of the following:
- 1.
- the Indenture dated as of December 17, 1997, as amended by the First Supplemental Indenture dated June 30, 2001, the Second Supplemental Indenture dated December 9, 2003, and the Third Supplemental Indenture dated December 9, 2003 (as so amended, the "Indenture") among the Company, each of the Company's subsidiary guarantors party thereto (including the Wisconsin Guarantor), and J.P. Morgan Trust Company, N.A. (successor in interest to Bank One Trust Company, N.A. which was successor in interest to The First National Bank of Chicago), as trustee;
- 2.
- the form of the Old Notes and the New Notes;
- 3.
- the Notation of Guarantee (the "Guarantee") executed by the Wisconsin Guarantor;
- 4.
- a certificate of the Department of Financial Institutions of the State of Wisconsin regarding the existence and status of the Wisconsin Guarantor;
- 5.
- the organizational documents of the Wisconsin Guarantor (the "Wisconsin Guarantor Organization Documents"); and
- 6.
- Resolutions of the board of directors of the Wisconsin Guarantor dated as of December 2, 2003 relating to the Documents, as certified to us by the secretary or equivalent representative of the Wisconsin Guarantor as of March 19, 2004.
The documents referred to in paragraphs 1 through 3 above are referred to collectively as the "Documents".
We also have examined such other certificates, agreements, instruments and documents as we have deemed necessary or appropriate in order to render the opinions set forth herein, and we have relied on such certificates of government officials as we have deemed appropriate. We have relied completely on the foregoing documents and such other documents as referred to in this letter as to all matters of
fact covered therein, and we have not undertaken any independent verification or investigation of such factual matters.
In rendering this opinion, we have assumed the following:
(i) the genuineness of all signatures, the correctness of all certificates, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies, and the authenticity of the originals of such copies; (ii) that any certificate or other document on which we have relied that was given or dated earlier than the date of this letter continued to remain accurate insofar as relevant to such opinions, from such earlier date through and including the date of this letter; and (iii) that all material factual matters, including without limitation, representations and warranties, contained in the Documents, are true and correct as set forth therein, except that we have not assumed the accuracy of any representations or warranties as to the substance of the opinions expressed herein.
We have conducted no independent investigation with respect to these assumptions. We advise you that we have not represented the Wisconsin Guarantor or the Company in connection with the preparation or negotiation of the Guarantee or any of the other documents referred to herein.
Based upon the foregoing, and further subject to the assumptions, qualifications and exceptions set forth below, we hereby advise you that in our opinion:
1. The Wisconsin Guarantor is a corporation validly existing and in active status under the laws of the State of Wisconsin and has the corporate power and corporate authority to enter into and perform its obligations under the Indenture and the Guarantee relating to the New Notes.
2. The execution and delivery of the Indenture by the Wisconsin Guarantor, and the Wisconsin Guarantor's performance of its agreements under the Indenture, including the Guarantee of the New Notes by the Wisconsin Guarantor pursuant to the Indenture, have been duly authorized by the Wisconsin Guarantor.
This opinion is limited to matters expressly stated herein and no opinion is to be inferred or may be implied beyond such matters. Without limiting the generality of the foregoing, we specifically exclude the following items:
a. we express no opinion with respect to the enforceability of any of the Documents or any of the provisions thereof; and
b. we express no opinion regarding the accuracy of any factual representation in the Documents, the financial status of the Company, the Wisconsin Guarantor or any other subsidiary of the Company, or any Person's ability to perform any obligations under the Guarantee or the other Documents.
The opinions expressed in this letter apply only insofar as the laws of the State of Wisconsin may be applicable, and we express no opinion and make no statement of fact with respect to the laws of any other jurisdiction.
This opinion letter is given as of the date hereof and is based on facts and conditions presently known to us and the laws currently in effect, and we do not undertake and hereby disclaim any obligation to advise you of any change in any matters set forth herein.
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We hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of Persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated under the Securities Act.
| | | Very truly yours, |
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QUARLES & BRADY LLP |
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