Exhibit 5.4
FAEGRE & BENSON LLP
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2200 WELLS FARGO CENTER, 90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402-3901
TELEPHONE 612.766.7000
FACSIMILE 612.766.1600
www.faegre.com
September 12, 2003
Lake Center Industries Transportation, Inc.
5676 Industrial Park Road
Winona, Minnesota 55987
Re: Registration Statement on Form S-4--
Lake Center Industries Transportation, Inc.
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Ladies and Gentlemen:
We have acted as special counsel to Lake Center Industries
Transportation, Inc., a Minnesota corporation (the "Company"), in connection
with the Registration Statement on Form S-4 (the "Registration Statement") filed
by TRW Automotive Inc. (the "Issuer") and certain subsidiaries of the Issuer
named on Annex I attached hereto (individually, a "Guarantor" and collectively,
the "Guarantors") with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended, relating to the issuance by the
Issuer of (1) $925,000,000 aggregate principal amount of 9 3/8% Senior Notes due
2013 (the "Exchange Dollar Senior Securities") and the issuance by the
Guarantors of guarantees (the "Dollar Senior Guarantees"), with respect to the
Exchange Dollar Senior Securities, (2) (eurodollar)200,000,000 aggregate
principal amount of 10 1/8% Senior Notes due 2013 (the "Exchange Euro Senior
Securities") and the issuance by the Guarantors of guarantees (the "Euro Senior
Guarantees"), with respect to the Exchange Euro Senior Securities, (3)
$300,000,000 aggregate principal amount of 11% Senior Subordinated Notes due
2013 (the "Exchange Dollar Senior Subordinated Securities") and the issuance by
the Guarantors of guarantees (the "Dollar Senior Subordinated Guarantees"), with
respect to the Exchange Dollar Senior Subordinated Securities and (4)
(eurodollar)125,000,000 aggregate principal amount of 11 3/4% Senior
Subordinated Notes due 2013 (the "Exchange Euro Senior Subordinated Securities"
and, together with the Exchange Dollar Senior Securities, the Exchange Euro
Senior Securities and the Exchange Dollar Senior Subordinated Securities, the
"Exchange Securities") and the issuance by the Guarantors of guarantees (the
"Euro Senior Subordinated Guarantees" and, together with the Dollar Senior
Guarantees, the Euro Senior Guarantees and the Dollar Senior Subordinated
Guarantees, the "Guarantees"), with respect to the Exchange Euro Senior
Subordinated Securities. The Exchange Dollar Senior Securities and the Dollar
Senior Guarantees will be issued under an indenture (the "Dollar Senior Notes
Indenture") dated as of February 18, 2003 between the Issuer and The Bank of New
York, as Trustee (the "Trustee"), as supplemented by the supplemental indenture
dated as of February 28, 2003, among the Issuer, the Guarantors and the
Lake Center Industries Transportation, Inc.
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Trustee. The Exchange Euro Senior Securities and the Euro Senior Guarantees will
be issued under an indenture (the "Euro Senior Notes Indenture") dated as of
February 18, 2003, between the Issuer and the Trustee, as supplemented by the
supplemental indenture dated as of February 28, 2003, among the Issuer, the
Guarantors and the Trustee. The Exchange Dollar Senior Subordinated Securities
and the Dollar Senior Subordinated Guarantees will be issued under an indenture
(the "Dollar Senior Subordinated Notes Indenture") dated as of February 18,
2003, between the Issuer and the Trustee, as supplemented by the supplemental
indenture dated as of February 28, 2003, among the Issuer, the Guarantors and
the Trustee. The Exchange Euro Senior Subordinated Securities and the Euro
Senior Subordinated Guarantees will be issued under an indenture (the "Euro
Senior Subordinated Notes Indenture" and, together with the Dollar Senior Notes
Indenture, the Euro Senior Notes Indenture and the Dollar Senior Subordinated
Notes Indenture, the "Indentures") dated as of February 18, 2003, between the
Issuer and the Trustee, as supplemented by the supplemental indenture dated as
of February 28, 2003, among the Issuer, the Guarantors and the Trustee. The
Exchange Dollar Senior Securities will be offered by the Issuer in exchange for
$925,000,000 aggregate principal amount of its outstanding 9 3/8% Senior Notes
due 2013. The Exchange Euro Senior Securities will be offered by the Issuer in
exchange for (eurodollar)200,000,000 aggregate principal amount of its
outstanding 10 1/8% Senior Notes due 2013. The Exchange Dollar Senior
Subordinated Securities will be offered by the Issuer in exchange for
$300,000,000 aggregate principal amount of its outstanding 11% Senior
Subordinated Notes due 2013. The Exchange Euro Senior Subordinated Securities
will be offered by the Issuer in exchange for (eurodollar)125,000,000 aggregate
principal amount of its outstanding 11 3/4% Senior Subordinated Notes due 2013.
We have previously acted as special counsel in the State of Minnesota
to the Company in connection with the transactions contemplated by that certain
Purchase Agreement, dated February 6, 2003, among the Issuer and the purchasers
party thereto (the "Purchase Agreement").
We have examined the Registration Statement and the Indentures, which
have been filed with the Commission as exhibits to the Registration Statement.
We also have examined the originals, or duplicates or certified or conformed
copies, of such records, agreements, instruments and other documents and have
made such other and further investigations as we have deemed relevant and
necessary in connection with the opinions expressed herein. As to questions of
fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company and upon
representations of the Issuer and the Company in the Indentures and the Purchase
Agreement.
In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. The Company has duly authorized, executed and delivered the
Indentures.
Lake Center Industries Transportation, Inc.
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2. The execution, delivery and performance by the Company of the
Indentures and the Guarantees will not violate the laws of the State of
Minnesota.
The opinions set forth above are subject to the following qualification
and exceptions:
(a) We are members of the Bar of the State of Minnesota, and we do
not express any opinion herein concerning any law other than the laws of the
State of Minnesota.
(b) We have considered the applicability of statutes, rules and
regulations that a lawyer in the State of Minnesota exercising customary
diligence would reasonably recognize as being directly applicable to any or all
of the Company, the Indentures, and the Guarantees; provided, however, that our
opinions do not address any of the following issues: (i) state "Blue Sky" laws
and regulations; (ii) the statutes and ordinances, administrative decisions, and
the rules and regulations of counties, towns, municipalities and special
political subdivisions (whether created or enabled through legislative action at
the Federal, state or regional level) and judicial decisions to the extent that
they deal with the foregoing; and (iii) fraudulent transfer and fraudulent
conveyance laws.
(c) The opinions herein expressed are limited to the specific issues
addressed and to laws existing on the date hereof. By rendering our opinion, we
do not undertake to advise you with respect to any other matter or of any change
in such laws or in the interpretation thereof which may occur after the date
hereof.
We hereby consent to the filing of this opinion letter as Exhibit 5.4
to the Registration Statement. This opinion letter may be relied upon by Simpson
Thacher & Bartlett LLP, but may not otherwise be furnished or quoted to, or
relied upon by, any other person (other than the Company) for any purpose.
Very truly yours,
FAEGRE & BENSON LLP
By /s/ Bruce M. Engler
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Bruce M. Engler
ANNEX I
GUARANTORS
LEGAL NAME JURISDICTION OF ORGANIZATION
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Kelsey-Hayes Company Delaware
Kelsey-Hayes Holdings Inc. Delaware
KH Holdings, Inc. Delaware
Lake Center Industries Transportation, Inc. Minnesota
Lucas Automotive Inc. Michigan
LucasVarity Automotive Holding Company Delaware
TRW Auto Holdings Inc. Delaware
TRW Automotive Finance (Luxembourg), S.a.r.l. Luxembourg
TRW Automotive Holding Company Delaware
TRW Automotive J.V. LLC Delaware
TRW Automotive (LV) Corp. Delaware
TRW Automotive Safety Systems Arkansas Inc. Delaware
TRW Automotive U.S. LLC Delaware
TRW Composants Moteurs Inc. Ohio
TRW East Inc. Delaware
TRW Occupant Restraints South Africa Inc. Delaware
TRW Odyssey Inc. Delaware
TRW Overseas Inc. Ohio
TRW Powder Metal Inc. Delaware
TRW Safety Systems Inc. Delaware
TRW Technar Inc. California
TRW Vehicle Safety Systems Inc. Delaware
Varity Executive Payroll, Inc. Delaware
Worldwide Distribution Centers, Inc. Delaware
