[Letterhead of Shumaker, Loop & Kendrick, LLP]
EXHIBIT 5.2
April 15, 2005
Cooper-Standard Automotive Inc.
Cooper-Standard Automotive OH, LLC
CSA Services Inc.
c/o Cooper-Standard Automotive Inc.
39550 Orchard Hill Place Drive
Novi, Michigan 48375
Ladies and Gentlemen:
We have acted as local counsel to Cooper-Standard Automotive Inc., an
Ohio corporation (the "Issuer"), Cooper-Standard Automotive OH, LLC, an Ohio
limited liability company ("CSA Ohio"), and CSA Services Inc., an Ohio
corporation ("Services" and, together with CSA Ohio and the Issuer, the "Ohio
Companies"), in connection with the Registration Statement on Form S-4, File No.
333-123708 (the "Registration Statement"), filed by the Issuer, Cooper-Standard
Holdings Inc., a Delaware corporation ("Holdings") and certain subsidiaries of
the Issuer named on Annex I attached hereto (the "Subsidiary Guarantors" and,
collectively with Holdings, the "Guarantors") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended,
relating to (i) the issuance by the Issuer of $200,000,000 aggregate principal
amount of 7% Senior Notes due 2012 (the "Senior Exchange Notes") and the
issuance by the Guarantors of guarantees (the "Senior Guarantees") relating to
the Senior Exchange Notes, and (ii) the issuance by the Issuer of $350,000,000
aggregate principal amount of 8 3/8% Senior Subordinated Notes due 2014 (the
"Senior Subordinated Exchange Notes" and, together with the Senior Exchange
Notes, the "Exchange Notes") and the issuance by the Guarantors of guarantees
(the "Senior Subordinated Guarantees" and, together with the Senior Guarantees,
the "Guarantees") relating to the Senior Subordinated Exchange Notes. The Senior
Exchange Notes will be issued under an indenture (the "Senior Indenture"), dated
as of December 23, 2004, among the Issuer, the Guarantors and Wilmington Trust
Company, as Trustee, and the Senior Subordinated Exchange Notes will be issued
under an indenture (the "Senior Subordinated Indenture" and, together with the
Senior Indenture, the "Indentures"), dated as of December 23, 2004, among the
Issuer, the Guarantors and Wilmington Trust Company, as Trustee. The Senior
Exchange Notes will be offered by the Issuer in exchange for $200,000,000
aggregate principal amount of its outstanding 7% Senior Notes due 2012 and the
Senior Subordinated Exchange Notes will be offered by the Issuer in exchange for
$350,000,000 aggregate principal amount of its outstanding 8 3/8% Senior
Subordinated Notes due 2014.
In rendering our opinions set forth herein, 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 corporate
records, agreements, documents and other instruments and have made such other
investigations as we have deemed relevant and necessary in connection with the
opinions hereinafter set forth. As to questions of fact material to this
opinion, we have relied upon certificates or comparable documents of public
officials and of officers and representatives of the Ohio Companies, including,
but not limited to, the following:
Cooper-Standard Automotive Inc.
Cooper-Standard Automotive OH, LLC
CSA Services Inc.
April 15, 2005
Page 2
(i) The Issuer's (1) Articles of Incorporation, as
amended to date, (2) code of regulations, as amended
to date, (collectively, the "Issuer's Organizational
Documents"), and (3) records of all corporate
proceedings, including but not limited to those
proceedings relating to the Registration Statement
and the transactions contemplated thereby;
(ii) A Certificate of the Secretary of the Issuer dated
December 23, 2004 certifying as to (1) the accuracy
and validity of each of the Issuer's Organizational
Documents, (2) the accuracy and completeness of
corporate resolutions authorizing the execution and
delivery of the Registration Statement and related
documents to which the Issuer is a party and the
consummation of the transactions contemplated
therein, and (3) the authority of the officers of the
Company executing the aforesaid documents;
(iii) CSA Ohio's (1) Articles of Organization, as amended
to date, (2) limited liability company operating
agreement, as amended to date, (collectively, the
"CSA Ohio Organizational Documents"), and (3) records
of all limited liability company proceedings,
including but not limited to those proceedings
relating to the Registration Statement and the
transactions contemplated thereby;
(iv) A Certificate of the Secretary of CSA Ohio dated
December 23, 2004 certifying as to (1) the accuracy
and validity of each of CSA Ohio's Organizational
Documents, (2) the accuracy and completeness of
limited liability company resolutions authorizing the
execution and delivery of those documents required to
be entered into in connection with the Registration
Statement to which CSA Ohio is a party and the
consummation of the transactions contemplated
therein, and (3) the authority of the officers of CSA
Ohio executing the aforesaid documents;
(v) Service's (1) Articles of Incorporation, as amended
to date, (2) code of regulations, as amended to date,
(collectively, the "Service's Organizational
Documents"), and (3) records of all corporate
proceedings, including but not limited to those
proceedings relating to the Registration Statement
and the transactions contemplated thereby;
(vi) A Certificate of the Secretary of Services dated
December 23, 2004 certifying as to (1) the accuracy
and validity of each of the Service's Organizational
Documents, (2) the accuracy and completeness of
corporate resolutions authorizing the execution and
delivery of those documents required to be entered
into in connection with the Registration to which the
Services is a party and the consummation of the
transactions contemplated therein, and (3) the
authority of the officers of the Services executing
the aforesaid documents;
Cooper-Standard Automotive Inc.
Cooper-Standard Automotive OH, LLC
CSA Services Inc.
April 15, 2005
Page 3
(vii) A Certificate of Good Standing dated as of April 11,
2005, issued by the Secretary of State of the State
of Ohio, certifying the good standing of the Issuer
under the laws of the State of Ohio as of the date of
issuance of such certificate;
(viii) A Certificate dated as of April 11, 2005, issued by
the Secretary of State of the State of Ohio,
certifying that CSA Ohio is in full force and effect
under the laws of the State of Ohio as of the date of
issuance of such certificate; and
(ix) A Certificate of Good Standing dated as of April 11,
2005, issued by the Secretary of State of the State
of Ohio, certifying the good standing of Services
under the laws of the State of Ohio as of the date of
issuance of such certificate.
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. We also have assumed that the Indenture is the valid and legally
binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. The Ohio Companies have duly authorized, executed and
delivered the Indentures and the Issuer has duly authorized,
executed and issued the Exchange Notes.
2. The execution, delivery and performance by the Ohio Companies
of the Indentures do not and will not violate the laws of the
jurisdiction in which they are organized.
The opinions expressed in this Opinion Letter are limited to the law of
the State of Ohio as presently in effect. In that regard, we note that the
Exchange Notes and the Indentures (collectively, the "Transaction Documents")
state that they are governed by the laws of the State of New York and, with
respect to the opinions set forth above (inasmuch as they relate to New York
law), we have assumed, with your permission and without any investigation, that
the applicable laws of the State of New York are identical to the laws of the
State of Ohio. We express no opinion as to any matters governed by the law of
any other jurisdiction. We express no opinion as to the laws of any
municipality, political subdivision or governmental agency thereof.
We hereby consent to the filing of this opinion letter as Exhibit 5.2
to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the Prospectus included in the Registration Statement.
Cooper-Standard Automotive Inc.
Cooper-Standard Automotive OH, LLC
CSA Services Inc.
April 15, 2005
Page 4
This Opinion Letter may be relied upon solely by you and Simpson
Thacher & Bartlett LLP, counsel for Holdings, only with respect to transactions
involving the Registration Statement and subject to the qualifications and
limitations relating thereto. This Opinion Letter is limited to matters set
forth herein as of the date hereof, and no opinion is intended or may be
inferred beyond those expressly stated herein, nor any obligation to supplement
this Opinion Letter in the future.
Very truly yours,
/s/ Shumaker, Loop & Kendrick, LLP
ANNEX I
SUBSIDIARY GUARANTORS
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LEGAL NAME JURISDICTION OF ORGANIZATION
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Cooper-Standard Automotive Fluid Systems Mexico Holding LLC Delaware
Cooper-Standard Automotive NC L.L.C. North Carolina
Cooper-Standard Automotive OH, LLC Ohio
CSA Services Inc. Ohio
NISCO Holding Company Delaware
North American Rubber, Incorporated Texas
StanTech, Inc. Delaware
Sterling Investments Company Delaware
Westborn Service Center, Inc. Michigan
