Exhibit 5.1
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SIMPSON THACHER & BARTLETTLLP |
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425 LEXINGTON AVENUE NEW YORK, NY 10017-3954 (212) 455-2000 |
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| FACSIMILE (212) 455-2502 |
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DIRECT DIAL NUMBER (212) 455-2000 | | | | | | E-MAIL ADDRESS |
April 19, 2011
Affinia Group Inc.
1101 Technology Drive
Ann Arbor, Michigan 48108
Ladies and Gentlemen:
We have acted as counsel to Affinia Group Inc., a Delaware corporation (the “Company”), Affinia Group Intermediate Holdings Inc., a Delaware corporation (“ Intermediate Holdings”), and certain subsidiaries of the Company named on Annex I attached hereto (the “Subsidiary Guarantors” and, collectively with Intermediate Holdings, the “Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Company of $100,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2014 (the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture dated as of November 30, 2004 (the “Indenture”) among the Company, the Guarantors and Wilmington Trust Company, as trustee (the “Trustee”). The Exchange Securities will be offered by the Company pursuant to the Prospectus included in the Registration Statement in exchange (the “Exchange”) for $100,000,000 aggregate principal amount of its outstanding 9% Senior Subordinated Notes due 2014 issued on December 9, 2010.
We have examined the Registration Statement and the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement on Form S-4 filed by the Company on September 8, 2005. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other 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 Company and the Guarantors.
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, assumptions and limitations stated herein, we are of the opinion that:
1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the Exchange, the Exchange Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the Exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.
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Very truly yours, |
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/s/ Simpson Thacher & Bartlett LLP |
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SIMPSON THACHER & BARTLETT LLP |
ANNEX I
SUBSIDIARY GUARANTORS
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Legal Name | | State or Other Jurisdiction of Incorporation or Organization |
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Affinia Acquisition LLC | | Delaware |
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Affinia Canada GP Corp. | | Delaware |
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Affinia India LLC | | Delaware |
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Affinia Group Intermediate Holdings Inc. | | Delaware |
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Affinia International Holdings Corp. | | Delaware |
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Affinia Products Corp LLC | | Delaware |
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Automotive Brake Company Inc. | | Delaware |
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Brake Parts Inc. | | Delaware |
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Wix Filtration Corp LLC | | Delaware |
