Exhibit 5.2
AMERICAN AXLE & MANUFACTURING, INC.
One Dauch Drive
Detroit, MI 48211
(313) 758-2000
David E. Barnes
Vice President and General Counsel
American Axle & Manufacturing Holdings, Inc.
December 15, 2017
American Axle & Manufacturing, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-4 (the “Registration Statement”) being filed with the Securities and Exchange Commission (the “Commission”) on or about December 15, 2017 by American Axle & Manufacturing, Inc., a Delaware corporation (“AAM, Inc.” or the “Company”), American Axle & Manufacturing Holdings, Inc., a Delaware corporation (“Holdings”), and each of the subsidiary guarantors named in Schedule A hereto (collectively, the “Subsidiary Guarantors” and, together with AAM, Inc. and Holdings, the “Registrants”). The Registration Statement relates to the issuance pursuant to the Securities Act of 1933, as amended (the “Securities Act”) by the Company of (i) 6.250% Senior Notes due 2025 (the “2025 Exchange Notes”) and the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the 2025 Exchange Notes (the “2025 Exchange Note Guarantees”) by each of the entities listed in the Registration Statement as guarantors (collectively, the “Guarantors”) and (ii) 6.500% Senior Notes due 2027 (the “2027 Exchange Notes” and together with the 2025 Exchange Notes, the “Exchange Notes”) and the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the 2027 Exchange Notes (the “2027 Exchange Note Guarantees” and together with the 2025 Exchange Note Guarantees, the “Exchange Note Guarantees”) by each of the Guarantors.
Pursuant to the prospectus forming a part of the Registration Statement (the “Prospectus”), the Company is offering to exchange (the “Exchange Offers”) up to (i) $700,000,000 aggregate principal amount of 2025 Exchange Notes for a like amount of its outstanding 6.250% Senior Notes due 2025 issued on March 9, 2017 (the “2025 Restricted Notes”), which have not been registered under the Securities Act, and to exchange the 2025 Exchange Note Guarantees for the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the 2025 Restricted Notes by the Guarantors and (ii) $500,000,000 aggregate principal amount of 2027 Exchange Notes for a like amount of its outstanding 6.500% Senior Notes due 2027 issued on March 9, 2017 (the “2027 Restricted Notes”), which have not been registered under the Securities Act, and to exchange the 2027 Exchange Note Guarantees for the full and unconditional guarantees, on a senior unsecured basis, as to the payment of principal and interest on the 2027 Restricted Notes by the Guarantors.
The 2025 Exchange Notes, the 2025 Exchange Note Guarantees, the 2027 Exchange Notes and the 2027 Exchange Note Guarantees will be registered under the Securities Act as set forth in the Registration Statement and will be issued upon consummation of the Exchange Offers pursuant to the Indenture dated as of November 3, 2011, as supplemented by the First
Supplemental Indenture dated as of March 23, 2017, and the Second Supplemental Indenture, dated as of May 17, 2017, by and among the Company, certain Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) (as amended and supplemented, the “Indenture”).
As Vice President and General Counsel of Holdings and AAM, Inc., the direct parent company of each Subsidiary Guarantor, and Director of each Subsidiary Guarantor named in Schedule B hereto (the “Covered Guarantors”), I am familiar with the incorporation documents and bylaws of each Covered Guarantor and with the affairs of each Covered Guarantor. In rendering the opinions set forth below, I have examined or caused to be examined such agreements, documents, instruments and records as I deemed necessary or appropriate under the circumstances for me to express such opinions. In rendering such opinions, I also have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee.
With regard to the opinions set forth below, insofar as they relate to the Subsidiary Guarantees as valid, binding and enforceable obligations of each Subsidiary Guarantor, I have relied solely upon an opinion letter dated the date hereof from Shearman & Sterling LLP, New York, New York, with respect to all matters of New York law related thereto. Based on the foregoing, and subject to the assumptions and qualifications set forth above, it is my opinion that the Subsidiary Guarantees, when duly executed by the Covered Guarantors and delivered by the Covered Guarantors upon consummation of the Exchange Offers as set forth in the Registration Statement, will be legally issued and will constitute valid and binding obligations of the Covered Guarantors, enforceable against each Covered Guarantor in accordance with their terms and entitled to the benefits of the Indenture, except to the extent that the enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, moratorium and other laws now or hereafter in effect relating to creditors’ rights generally and (B) general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and I hereby consent to the reference made to me under the heading “Legal Matters” set forth in the prospectus forming a part of the Registration Statement. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, | |
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| American Axle & Manufacturing, Inc. | |
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| By: | /s/ David E. Barnes |
| Name: | David E. Barnes |
| Title: | Vice President and General Counsel |
[Signature Page to Opinion of General Counsel]
SCHEDULE A
Subsidiary Guarantors
Guarantor Name |
| Jurisdiction of Formation |
| Type of Entity |
AAM International Holdings, Inc. |
| Delaware |
| Corporation |
Auburn Hills Manufacturing, Inc. |
| Delaware |
| Corporation |
Oxford Forge, Inc. |
| Delaware |
| Corporation |
MSP Industries Corporation |
| Michigan |
| Corporation |
Colfor Manufacturing, Inc. |
| Delaware |
| Corporation |
Accugear, Inc. |
| Delaware |
| Corporation |
Rochester Manufacturing, LLC |
| Indiana |
| Limited Liability Company |
Metaldyne Performance Group, Inc. |
| Delaware |
| Corporation |
MPG HOLDCO I INC. |
| Delaware |
| Corporation |
Metaldyne BSM, LLC |
| Delaware |
| Limited Liability Company |
Metaldyne M&A Bluffton, LLC |
| Delaware |
| Limited Liability Company |
Metaldyne Powertrain Components, Inc. |
| Delaware |
| Corporation |
Metaldyne Sintered Ridgway, LLC |
| Delaware |
| Limited Liability Company |
Metaldyne SinterForged Products, LLC |
| Delaware |
| Limited Liability Company |
Punchcraft Machining and Tooling, LLC |
| Delaware |
| Limited Liability Company |
HHI FormTech, LLC |
| Delaware |
| Limited Liability Company |
Jernberg Industries, LLC |
| Delaware |
| Limited Liability Company |
Impact Forge Group, LLC |
| Delaware |
| Limited Liability Company |
ASP HHI Holdings, Inc. |
| Delaware |
| Corporation |
ASP HHI Intermediate Holdings, Inc. |
| Delaware |
| Corporation |
ASP HHI Intermediate Holdings II, Inc. |
| Delaware |
| Corporation |
ASP HHI Acquisition Co., Inc. |
| Delaware |
| Corporation |
Forging Holdings, LLC |
| Delaware |
| Limited Liability Company |
Hephaestus Holdings, LLC |
| Delaware |
| Limited Liability Company |
HHI FormTech Holdings, LLC |
| Delaware |
| Limited Liability Company |
HHI Forging, LLC |
| Delaware |
| Limited Liability Company |
Gearing Holdings, LLC |
| Delaware |
| Limited Liability Company |
Guarantor Name |
| Jurisdiction of Formation |
| Type of Entity |
Cloyes Gear Holdings, LLC |
| Delaware |
| Limited Liability Company |
Jernberg Holdings, LLC |
| Delaware |
| Limited Liability Company |
Impact Forge Holdings, LLC |
| Delaware |
| Limited Liability Company |
ASP MD Holdings, Inc. |
| Delaware |
| Corporation |
ASP MD Intermediate Holdings, Inc. |
| Delaware |
| Corporation |
ASP MD Intermediate Holdings II, Inc. |
| Delaware |
| Corporation |
MD Investors Corporation |
| Delaware |
| Corporation |
Metaldyne, LLC |
| Delaware |
| Limited Liability Company |
Gear Design and Manufacturing, LLC |
| Delaware |
| Limited Liability Company |
Grede Wisconsin Subsidiaries LLC |
| Wisconsin |
| Limited Liability Company |
Cloyes Gear and Products, Inc. |
| Ohio |
| Corporation |
Grede LLC |
| Delaware |
| Limited Liability Company |
Grede Holdings LLC |
| Delaware |
| Limited Liability Company |
ASP Grede Intermediate Holdings LLC |
| Delaware |
| Limited Liability Company |
GSC RIII - Grede LLC |
| Delaware |
| Limited Liability Company |
Shop IV Subsidiary Investment (Grede), LLC |
| Delaware |
| Limited Liability Company |
HHI Holdings, LLC |
| Delaware |
| Limited Liability Company |
Grede II LLC |
| Delaware |
| Limited Liability Company |
ASP Grede AcquisitionCo LLC |
| Delaware |
| Limited Liability Company |
The Mesh Company, LLC |
| Arkansas |
| Limited Liability Company |
SCHEDULE B
Covered Guarantors
Guarantor Name |
| Jurisdiction of Formation |
| Type of Entity |
MSP Industries Corporation |
| Michigan |
| Corporation |
Rochester Manufacturing, LLC |
| Indiana |
| Limited Liability Company |
Grede Wisconsin Subsidiaries LLC |
| Wisconsin |
| Limited Liability Company |
Cloyes Gear and Products, Inc. |
| Ohio |
| Corporation |
The Mesh Company, LLC |
| Arkansas |
| Limited Liability Company |