EXHIBIT 5.1
WIGGIN & DANA LLP
400 Atlantic Street
Stamford, CT 06901
(203) 363-7600 (Phone)
(203) 363-7676 (fax)
November 22, 2005
Proliance International, Inc.
100 Gando Drive
New Haven, Connecticut 06513
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), on behalf of Proliance
International, Inc. (the "Company"), relating to 1,456,400 shares of the
Company's Common Stock, $0.01 par value per share (the "Shares"), to be issued
under the Proliance International, Inc. Equity Incentive Plan (the "Plan").
As counsel for the Company, we have examined such corporate records,
other documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, any original issuance Shares
distributed pursuant to the Plan being registered pursuant to the Registration
Statement, when issued and paid for under the Plan in accordance with the terms
of the Plan, will be legally issued, fully paid and non-assessable.
This opinion set forth herein is limited to the General Corporation Law
of the State of Delaware and the federal laws of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not be construed as an admission that we
are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ WIGGIN AND DANA LLP