Exhibit 5.1
[FORM OF OPINION] | 555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com
FIRM / AFFILIATE OFFICES | |||
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August 19, 2011
Tomkins, Inc. Tomkins, LLC 1511 Wewatta Street Denver, Colorado 80202 | Doha Dubai Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan
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| File No. 049040-0003 | ||||
| Re: | Registration Statement No. 333-175137; $1,150,000,000 Aggregate Principal |
| Amount of Senior Secured Second Lien Notes. |
Ladies and Gentlemen:
We have acted as special counsel to Tomkins, LLC, a Delaware limited liability company (the “LLC Co-Issuer”) and Tomkins, Inc., a Delaware corporation (the “Corporate Co-Issuer,” and, together with the LLC Co-Issuer, the “Issuers”), in connection with the issuance of up to $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (the “Notes”) and the guarantees of the Notes (the “Guarantees”) by the entities listed on Schedule I hereto (collectively, the “Delaware Corporate Guarantors”), the entities listed on Schedule II hereto (collectively, the “Delaware LLC Guarantors”), the entities listed on Schedule III hereto (collectively, the “Delaware LP Guarantors,” and together with the Delaware Corporate Guarantors and the Delaware LLC Guarantors, the “Delaware Guarantors”), the entity listed on Schedule IV hereto (the “California Guarantor,” and together with the Delaware Guarantors, the “Covered Guarantors”), Tomkins Acquisitions Limited, a limited company incorporated under the laws of England and Wales (“Bidco”) and the entities listed on Schedule VI hereto (collectively, the “Other Guarantors,” and together with the Covered Guarantors and Bidco, the “Guarantors”), under an Indenture dated as of September 29, 2010, including the Guarantees, as supplemented by the First Supplemental Indenture dated as of November 18, 2010, the Second Supplemental Indenture dated as of December 21, 2010, the Third Supplemental Indenture dated as of December 23, 2010, the Fourth Supplemental Indenture dated as of January 20, 2011, the Fifth Supplemental Indenture dated as of February 23, 2011 (the “Fifth Supplemental Indenture), the Sixth Supplemental Indenture dated as of February 24, 2011, the Seventh Supplemental Indenture dated as of March 3, 2011 and the Eighth Supplemental Indenture dated as of August 18, 2011 (collectively, the “Indenture”) among the Issuers, the Guarantors and Wilmington Trust FSB, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), and pursuant to a registration statement on Form F-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 24, 2011 (Registration No. 333-175137) (the
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“Registration Statement”), as amended. The Notes and the Guarantees will be issued in exchange for the Company’s outstanding 9% Senior Notes due 2018 (the “Old Notes”), and the related guarantees, on the terms set forth in the prospectus (the “Prospectus”) contained in the Registration Statement and the letter of transmittal to be filed as an exhibit thereto.
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Notes and the Guarantees.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantors, and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the States of New York and California and the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, as applicable, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of the jurisdictions set forth on Schedule VI are addressed in the opinions of the counsel set forth on Schedule VI, which have been separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Notes have been duly executed, issued, and authenticated in accordance with the terms of the Indenture and delivered against surrender of the Old Notes in the circumstances contemplated by the Indenture and the Registration Rights Agreement dated as of September 29, 2010 filed as an exhibit to the Registration Statement, the Notes and the Guarantees will have been duly authorized by all necessary corporate, limited liability company and limited partnership action, as applicable, of the Issuers and the Covered Guarantors, respectively, and will be legally valid and binding obligations of the Issuers and the Guarantors, respectively, enforceable against the Issuers and the Guarantors in accordance with their respective terms.
Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a)
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provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation; and (b) the severability, if invalid, of provisions to the foregoing effect.
We have not been requested to express and, with your consent, do not render any opinion herein with respect to the creation, validity, attachment, perfection or priority of any lien or security interest.
With your consent, we have assumed (a) that the Indenture, the Guarantees, and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company and each of the Covered Guarantors, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and each of the Guarantors, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties are not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
August 19, 2011
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SCHEDULE I
DELAWARE CORPORATE GUARANTORS
Entity Name | Jurisdiction of Formation | |
| Air System Components, Inc. | Delaware | |
| Aquatic Co. | Delaware | |
| Aquatic Trucking Co. | Delaware | |
| Buffalo Holding Company | Delaware | |
| Conergics Corporation | Delaware | |
| Dexter Axle Acquisition Corp. | Delaware | |
| Dexter Axle Company | Delaware | |
| Dexter Axle Trucking Company | Delaware | |
| EPICOR Industries, Inc. | Delaware | |
| Gates Mectrol, Inc. | Delaware | |
| Hart & Cooley Trucking Company | Delaware | |
| Hart & Cooley, Inc. | Delaware | |
| NRG Industries, Inc. NKA Ruskin Rooftop Systems, Inc. | Delaware | |
| Ruskin Company | Delaware | |
| Ruskin Service Company | Delaware | |
| Schrader Electronics, Inc. | Delaware | |
| Schrader International Holding Co. | Delaware | |
| Schrader-Bridgeport International, Inc. | Delaware | |
| Selkirk Corporation | Delaware | |
| THE GATES CORPORATION | Delaware | |
| Tomkins Automotive Holding Co. | Delaware | |
| Tomkins Building Products, Inc. | Delaware | |
| Waltham Real Estate Holding Co. | Delaware |
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SCHEDULE II
DELAWARE LLC GUARANTORS
Entity Name | Jurisdiction of Formation | |
| Schrader, LLC | Delaware | |
| Selkirk IP L.L.C. | Delaware | |
| St. Augustine Real Estate Holding LLC | Delaware |
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SCHEDULE III
DELAWARE LLC GUARANTORS
| Entity Name | Jurisdiction of Formation | |
| Selkirk Americas, L.P | Delaware | |
| Selkirk Canada Holdings, L.P. | Delaware | |
| Tomkins U.S., L.P. | Delaware |
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SCHEDULE IV
CALIFORNIA GUARANTOR
Entity Name | Jurisdiction of Formation | |
| CARRIAGE HOUSE FRUIT COMPANY | California |
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SCHEDULE V
OTHER GUARANTORS
Entity Name | Jurisdiction of Formation | |
| Broadway Mississippi Development, LLC | Colorado | |
| Dexter Chassis Group, Inc. | Michigan | |
| e INDUSTRIES, INC. | Indiana | |
| Eastern Sheet Metal, Inc. | Ohio | |
| FBN Transportation, Inc. | Ohio | |
| Gates Development Corporation | Colorado | |
| Gates International Holdings, LLC | Colorado | |
| HYTEC, INC. | Washington | |
| Ideal Clamp Products, Inc. | Tennessee | |
| Koch Filter Corporation | Kentucky | |
| Tomkins Industries, Inc. | Ohio | |
| ACD Tridon (Holdings) Limited | United Kingdom | |
| Air System Components Investments China Limited | United Kingdom | |
| Beta Naco Limited | United Kingdom | |
| British Industrial Valve Company Limited | United Kingdom | |
| Gates Auto Parts Holdings China Limited | United Kingdom | |
| Gates Engineering & Services UK Holdings Limited | United Kingdom | |
| Gates Fluid Power Technologies Investments Limited | United Kingdom | |
| GATES HOLDINGS LIMITED | United Kingdom | |
| Gates Powertrain UK Limited | United Kingdom | |
| H Heaton Limited | United Kingdom | |
| Olympus (Ormskirk) Limited | United Kingdom | |
| Ruskin Air Management Limited | United Kingdom | |
| Shiitake Limited | United Kingdom | |
| Swindon Silicon Systems Limited | United Kingdom | |
| Tomkins Acquisitions Limited | United Kingdom | |
| Tomkins Engineering Limited | United Kingdom | |
| Tomkins Finance Limited | United Kingdom | |
| Tomkins Finance Luxembourg Limited | United Kingdom | |
| Tomkins Funding Limited | United Kingdom | |
| Tomkins Ideal Clamps (Suzhou) Investments Limited | United Kingdom | |
| Tomkins Investments China Limited | United Kingdom | |
| Tomkins Investments Limited | United Kingdom | |
| TOMKINS LIMITED | United Kingdom | |
| Tomkins Overseas Company | United Kingdom | |
| Tomkins Overseas Investments Limited | United Kingdom |
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Entity Name | Jurisdiction of Formation | |
| Tomkins Pension Services Limited | United Kingdom | |
| Tomkins SC1 Limited | United Kingdom | |
| Tomkins Sterling Company | United Kingdom | |
| Tomkins Treasury (Canadian Dollar) Company | United Kingdom | |
| Tomkins Treasury (Dollar) Company | United Kingdom | |
| Tomkins Treasury (Euro) Company | United Kingdom | |
| Trico Products (Dunstable) Limited | United Kingdom | |
| WILLER & RILEY LIMITED | United Kingdom | |
| Schrader Investments Luxembourg S.à r.l. | Luxembourg | |
| Tomkins American Investments S.à r.l. | Luxembourg | |
| TOMKINS AUTOMOTIVE COMPANY, S.à r.l. | Luxembourg | |
| Tomkins Holdings Luxembourg, S.à r.l. | Luxembourg | |
| Tomkins Investments Company S.à r.l. | Luxembourg | |
| Tomkins Luxembourg S.à r.l. | Luxembourg | |
| Tomkins Overseas Holdings S.à r.l. | Luxembourg | |
| Montisk Investments Netherlands C.V. | The Netherlands | |
| Pinafore Holdings B.V. | The Netherlands | |
| ACD Tridon Inc. | Ontario, Canada | |
| Ruskin Company Canada Inc. | Ontario, Canada | |
| Tomkins Automotive Canada Limited | Ontario, Canada | |
| AMP Industrial Mexican, S.A. de C.V. | Mexico | |
| Aplicadores Mexicanos, S.A. de C.V. | Mexico | |
| Auto Industrial de Partes, S.A. de C.V. | Mexico | |
| Ruskin de Mexico, S.A. de C.V. | Mexico | |
| Tomkins Poly Belt Mexicana, S.A. de C.V. | Mexico | |
| Eifeler Maschinenbau GmbH | Germany | |
| Gates Holding GmbH | Germany | |
| Gates Mectrol GmbH | Germany | |
| Tridon Clamp Products GmbH | Germany | |
| Trion (Deutschland) GmbH | Germany | |
| Gates CIS LLC | Russia | |
| Gates Engineering & Services Australia Pty Ltd | Australia | |
| Gates Engineering & Services Hamriyah FZE | United Arab Emirates | |
| Gates Engineering & Services FZCO | United Arab Emirates | |
| Gates Engineering & Services Ltd. | British Virgin Islands | |
Gates Fleximak Ltd. | British Virgin Islands | |
GATES GÜÇ AKTARIM SISTEMLERI DAGITIM SANAYI VE TICARET LIMITED SIRKETI | Turkey | |
| Gates Power Transmission Europe BVBA | Belgium | |
| Schrader Electronics Limited | Northern Ireland |
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Entity Name | Jurisdiction of Formation | |
| Schrader International Brasil Ltda. | Brazil | |
| Tomkins Mauritius Company Limited | Mauritius |
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SCHEDULE VII
OTHER LEGAL COUNSEL
Jurisdiction | Law Firm Name | |
| Colorado | Lathrop & Gage LLP | |
| Indiana | May Oberfell Lorber | |
| Kentucky, Ohio | Dinsmore & Shohl LLP | |
| Michigan | Dykema Gossett PLLC | |
| Tennessee | �� | Baker, Donelson, Bearman, Caldwell & Berkowitz, PC |
| Washington | Garvey Schubert Barer | |
| Australia | Allen & Overy | |
| Belgium | DLA Piper UK LLP | |
| Brazil | Pinheiro Neto Advogados | |
| British Virgin Islands | Walkers | |
| Canada (Federal); Ontario | Davies Ward Phillips & Vineberg LLP | |
| England and Wales | Latham & Watkins (London) LLP | |
| Germany | Latham & Watkins LLP | |
| The Netherlands | Freshfields Bruckhaus Deringer Amsterdam B.V. | |
| Luxembourg | Luther Rechtsanwaltsgesellschaft mbH | |
| Mauritius | Appleby | |
| Mexico | Ritch Mueller, S.C. | |
| Northern Ireland | Arthur Cox | |
| Russia | Latham & Watkins LLP | |
| Turkey | Hergüner Bilgen Özeke Avukatlik Ortakligi | |
| United Arab Emirates | Hadef & Partners |