Exhibit 5.3
June 13, 2014
Allegion US Holding Company Inc.
c/o Allegion plc
Iveagh Court
Harcourt Road
Dublin 2, Ireland
Re: Registration Statement on Form S-4 of Allegion US Holding Company Inc.
Ladies and Gentlemen:
We have acted as special Indiana counsel to Von Duprin LLC, an Indiana limited liability company (the “Indiana Guarantor”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) being filed by Allegion US Holding Company Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), in respect to (a) up to U.S. $300,000,000 aggregate principal amount of the Company’s 5.75% Senior Notes due 2021 (the “Exchange Notes”) to be offered in exchange for a like principal amount of the Company’s 5.75% Senior Notes due 2021 originally issued on October 4, 2013 (the “Old Notes”), and (b) the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the Exchange Notes (the guarantee by the Indiana Guarantor, the “Guarantee”) by each of the entities listed in the Registration Statement as guarantors, which includes the Indiana Guarantor (the “Guarantors”), in exchange for the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the Old Notes by the Guarantors. Capitalized terms used in this opinion letter that are not specifically defined herein have the meanings ascribed to them inExhibit A.
Except as described in this letter, we are not generally familiar with the Indiana Guarantor’s business, records, transactions or activities. Our knowledge of its business, records, transactions, and activities is limited to the information that is set forth below and onExhibit A and that otherwise has been brought to our attention by a certificate executed and delivered to us by an officer of the Indiana Guarantor in connection with this opinion letter. We have examined copies, certified or otherwise identified to our satisfaction, of the documents listed in the attachedExhibit A, which is made a part hereof. For the purposes of this opinion letter, the documents listed as items 1 through 5 inExhibit A are hereinafter referred to collectively as the “Transaction Documents” and the documents listed as items 6 through 10 inExhibit A are hereinafter referred to collectively as the “Authorization Documents”.
In rendering our opinion, we also have examined such certificates of public officials, organizational documents and records and other certificates and instruments as we have deemed necessary for the purposes of the opinions herein expressed and, with your permission, have relied upon and assumed the accuracy of such certificates, documents, records and instruments. We have made such examination of the laws of the State of Indiana as we deemed relevant for purposes of this opinion letter, but we have not made a review of, and express no opinion concerning, the laws of any jurisdiction other than the laws of the State of Indiana. In addition, no opinion expressed herein is intended or shall be construed to be an opinion on choice of law or conflicts of law.
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Allegion US Holding Company Inc.
June 13, 2014
We have relied upon and assumed the truth and accuracy of the factual representations, certifications and warranties made in the Transaction Documents and the Authorization Documents and have not made any independent investigation or verification of any factual matters stated or represented therein. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of such facts or circumstances or the assumed facts set forth herein, we accept no responsibility to make any such investigation, and no inference as to our knowledge of the existence or absence of such facts or circumstances or of our having made any independent review thereof should be drawn from our representation of the Indiana Guarantor. Our representation of the Indiana Guarantor is limited to the transactions contemplated by the Indenture and the Guarantee and other matters specifically referred to us by them.
In rendering this opinion letter to you, we have assumed with your permission:
(a) The genuineness of all signatures, the legal capacity and competency of natural persons executing the Transaction Documents and the Authorization Documents, whether on behalf of themselves or other persons or entities, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such copies.
(b) Each of the Exchange Notes has been completed, executed and delivered in the forms submitted to us for review, with all required schedules and exhibits attached and all blanks appropriately filled in.
(c) The Authorization Documents are accurate and have not been amended or rescinded.
(d) The factual representations, statements and warranties of the Indiana Guarantor in the Transaction Documents and the Authorization Documents, and in the other documents that we have reviewed, and upon which we have relied, are accurate, complete and truthful.
(e) All official public records (including their proper indexing and filing) furnished to or obtained by us, electronically or otherwise, were accurate, complete and authentic when delivered or issued and remain accurate, complete and authentic as of the date of this opinion letter.
(g) We have not examined and render no opinion regarding any transaction document incorporated by reference into any of the Transaction Documents (other than as set forth above), and we have assumed, with your permission, that any such document so incorporated does not affect the opinions hereby given.
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Allegion US Holding Company Inc.
June 13, 2014
Based on the foregoing and upon such investigation as we have deemed necessary, and subject to the assumptions, qualifications, exceptions and limitations set forth herein, we are of the opinion that:
1. The Indiana Guarantor has been duly organized and is validly existing and in good standing under the laws of the State of Indiana. For purposes of this opinion, the term “good standing” means that the Indiana Guarantor is validly existing under the laws of the State of Indiana, that the most recent required biennial report has been filed with the Secretary of State of Indiana and that no Articles of Dissolution appear as filed in the records of the Secretary of State of Indiana.
2. The Indiana Guarantor has all requisite limited liability company power and limited liability company authority under the law of the State of Indiana to enter into and deliver the Indenture and the Guarantee and to perform its respective obligations thereunder.
3. The execution and delivery by the Indiana Guarantor of the Indenture and the Guarantee and the performance by the Indiana Guarantor of its respective obligations thereunder have been duly authorized by all requisite limited liability company action on the part of such Indiana Guarantor.
4. The Indenture has been duly executed by an officer of the Indiana Guarantor and delivered by such Indiana Guarantor.
5. The execution and delivery by the Indiana Guarantor of the Indenture and of the Guarantee do not, and the performance by the Indiana Guarantor of the financial obligations thereunder will not, conflict with or violate (a) applicable provisions of Indiana statutory law or regulation or (b) the Indiana Guarantor’s Articles of Organization or Operating Agreement. The opinion expressed herein is limited to those statutes, rules and regulations that a lawyer exercising customary professional diligence would reasonably recognize as being applicable to the Indiana Guarantor and the transactions contemplated by the Transaction Documents.
Each of the opinions set forth above is limited by its terms and subject to the assumptions hereinabove stated and is further subject to the following qualifications, exceptions and limitations, none of which shall limit the generality of any other assumption, qualification, exception or limitation or expand any opinion rendered herein.
A. We have not considered and do not express an opinion with respect to any Federal or state (including Indiana) securities, tax, or antitrust laws and regulations. Our opinions set forth in this letter are expressly subject to the effect of the application of all Federal and state (including Indiana) securities, tax and antitrust laws and regulations.
B. We express no opinion as to the legality, validity, binding effect and/or enforceability of any Transaction Document or of the Exchange Notes.
C. We express no opinion and make so statements concerning or with respect to any statutes, ordinances, administrative decisions, rules, and regulations of counties, towns, municipalities, and special political subdivisions.
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Allegion US Holding Company Inc.
June 13, 2014
The opinions expressed herein are matters of professional judgment, are not a guarantee of result and are effective only as of the date hereof. We do not undertake to advise you of any matter within the scope of this letter that comes to our attention after the date of this letter and disclaim any responsibility to advise you of any future changes in law or fact that may affect the opinions set forth herein. We express no opinion other than as hereinbefore expressly set forth. No expansion of the opinions expressed herein may or should be made by implication or otherwise.
We hereby consent to the filing of this letter as Exhibit 5.3 to the Registration Statement and to the reference to this firm in the Registration Statement and the related prospectus under the heading “Legal Matters”. In giving this consent, we do not imply or admit that we are included within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission. Subject to the foregoing, this opinion letter is furnished to you and may be relied upon by Simpson Thacher & Bartlett LLP in connection with the filing of the Registration Statement.
Very truly yours,
/s/ Ice Miller LLP
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EXHIBIT A
LIST OF DOCUMENTS REVIEWED
| 1. | Indenture, dated as of October 4, 2013, among Allegion plc, Allegion US Holding Company Inc., the subsidiary guarantors party thereto and Wells Fargo Bank, National Association (the “Indenture”). |
| 2. | Guarantee and Collateral Agreement dated as of October 4, 2013, among Allegion plc, Allegion US Holding Company Inc., the restricted subsidiaries from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. |
| 3. | Specimen of the Exchange Notes. |
| 4. | The Registration Statement, including the related prospectus forming a part thereof. |
| 5. | Exchange and Registration Rights Agreement, dated as of October 4, 2013, among Allegion plc, Allegion US Holding Company Inc., the subsidiary guarantors party thereto and the Representatives of the Initial Purchasers named therein. |
| 6. | Certificate of Existence of the Indiana Guarantor, issued by the Indiana Secretary of State on June 10, 2014. |
| 7. | Articles of Organization of the Indiana Guarantor as certified by the Indiana Secretary of State on June 10, 2014 (the “Articles of Organization”). |
| 8. | Operating Agreement for the Indiana Guarantor, as amended (the “Operating Agreement”), as certified by the Secretary of the Indiana Guarantor as of the date hereof, to be a true and complete copy of such Operating Agreement, as amended. |
| 9. | Written Consent of the Board of Directors of the Indiana Guarantor, dated September 26, 2013. |
| 10. | Certificate of an officer of the Indiana Guarantor, dated the date hereof, as to certain factual matters. |
