Exhibit 5.1
[LETTERHEAD OF O’MELVENY & MYERS LLP]
February 8, 2007
RBS Global, Inc.
Rexnord LLC
4701 Greenfield Avenue
Milwaukee, WI 53214
| | Re: | Registration of 9 1/2% Senior Notes due 2014 and 11 3/4% Senior Subordinated Notes due 2016 |
Ladies and Gentlemen:
At your request, we have examined the Registration Statement on Form S-4 (such registration statement, as amended or supplemented, the “Registration Statement”) of RBS Global, Inc., a Delaware corporation (“RBS Global”), and Rexnord LLC (formerly known as Rexnord Corporation), a Delaware limited liability company (“Rexnord” and, together with RBS Global, the “Issuers”), in connection with the registration under the Securities Act of 1933, as amended, of (i) $795,000,000 in aggregate principal amount at maturity of the Issuers’ 9 1/2% Senior Notes due 2014 (the “9 1/2% Notes”), (ii) $300,000,000 in aggregate principal amount of the Issuers’ 11 3/4% Senior Subordinated Notes due 2016 (the “11 3/4% Notes”, and together with the 9 1/2% notes, the “Notes”) and (iii) the joint and several guarantees (the “Guarantees”) of the Notes by each of the entities listed onSchedule A attached hereto (collectively, the “Guarantors”).
We have acted as special counsel to the Issuers in connection with the above. In our capacity as such counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies.
Upon the basis of the foregoing, we are of the opinion that:
| | 1. | The Notes and the Guarantees of Guarantors formed (in the case of limited liability companies) or incorporated (in the case of corporations) in the states of California or Delaware have been duly authorized by all necessary corporate or company action on the part of the Issuers and such Guarantors, as applicable; and |
| | 2. | The Notes and the Guarantees are the legally valid and binding obligations of the Issuers and the Guarantors, as applicable, enforceable against the Issuers and the Guarantors in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. |
In rendering the opinion in paragraph 2 above, we have assumed that the Guarantees of Guarantors not formed (in the case of limited liability companies) or incorporated (in the case of corporations) in the states of California or Delaware and the indentures and supplemental indentures pursuant to which the Notes and Guarantees have been issued have been duly authorized, executed and delivered by all necessary corporate or company action on the part of such Guarantors.
The law governed by this opinion is limited to the present federal law of the United States, the present law of the States of California and New York, the present Delaware General Corporation Act and the present Delaware Limited Liability Company Act. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority or any jurisdiction.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ O’Melveny & Myers LLP
Schedule A
Environmental Energy Company, a California corporation
Gary Concrete Products, Inc., a Georgia corporation
HL Capital Corp., a California corporation
Jacuzzi Brands, Inc., a Delaware corporation
Krikles Canada U.S.A. Inc., a Delaware corporation
Krikles Europe U.S.A. Inc., a Delaware corporation
Krikles, Inc., a Delaware corporation
OEI, Inc., a Delaware corporation
OEP, Inc., a Delaware corporation
Prager Incorporated, a Louisiana corporation
PT Components, Inc., a Delaware corporation
RBS Acquisition Corporation, a Delaware corporation
RBS China Holdings, L.L.C., a Delaware limited liability company
Rexnord Industries, LLC, a Delaware limited liability company
Rexnord International Inc., a Delaware corporation
Sanitary-Dash Manufacturing Co., Inc., a Connecticut corporation
The Falk Service Corporation, a Delaware corporation
USI Atlantic Corp., a Delaware corporation
W.M. Berg Inc., a Delaware corporation
Zurco, Inc., a Delaware corporation
Zurn (Cayman Islands), Inc., a Delaware corporation
Zurn Constructors, Inc., a California corporation
Zurn EPC Services, Inc., a Washington corporation
Zurn Industries Inc., a Pennsylvania corporation
Zurn PEX, Inc., a Delaware corporation
Zurnacq of California, Inc., a California corporation
