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EXHIBIT 5.1
[LETTERHEAD OF DECHERT PRICE & RHOADS]
September 18, 1998
CLARK Material Handling Company
Blue Giant Corporation
Hydrolectric Lift Trucks, Inc.
172 Trade Street
Lexington, Kentucky 40511
Re: CLARK Material Handling Company
Form S-4 Registration Statement
Registration No. 333-62845
Gentlemen and Ladies:
We have acted as special counsel for CLARK Material Handling
Company, a Delaware corporation (the "Issuer"), Blue Giant Corporation, a
Delaware corporation ("Blue Giant"), and Hydrolectric Lift Trucks, Inc., an Ohio
corporation ("HLT"), in connection with the filing by the Issuer, Blue Giant and
HLT of a Registration Statement on Form S-4 (Registration No. 333-62845) (the
"Registration Statement") with the Securities and Exchange Commission for the
purpose of registering the issuance of up to $150,000,000 aggregate principal
amount of the Issuer's 10-3/4% Senior Notes Due 2006 (the "Exchange Notes"), the
guarantees thereof by Blue Giant (the "Blue Giant Exchange Guarantee") and HLT
(the "HLT Exchange Guarantee", and together with the Blue Giant Exchange
Guarantee, the "Exchange Guarantees") and up to $40,000,000 aggregate
liquidation preference amount of the Issuer's 13% Senior Exchangeable Preferred
Stock Due 2007 (the "Exchange Preferred Stock") under the Securities Act of
1933, as amended (the "Act"). The Exchange Notes are to be issued in exchange
for an equal aggregate principal amount of the Issuer's
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CLARK Material Handling Company
Blue Giant Corporation
Hydrolectric Lift Trucks, Inc.
September 18, 1998
Page 2
outstanding 10-3/4% Senior Notes Due 2006 (the "Existing Notes") and the
Guarantors' guarantee thereof pursuant to the Registration Rights Agreement
among the Issuer, Jefferies & Company, Inc. ("Jefferies") and Bear, Stearns &
Co. Inc. ("Bear Stearns") filed as Exhibit 4.5 to the Registration Statement.
The Exchange Preferred Stock is to be issued in exchange for an equal aggregate
liquidation preference amount of the Issuer's outstanding 13% Senior
Exchangeable Preferred Stock Due 2007 (the "Existing Preferred Stock") pursuant
to the Registration Rights Agreement among the Issuer, Jefferies and Bear
Stearns filed as Exhibit 4.6 to the Registration Statement. As used herein, Blue
Giant and HLT are hereinafter sometimes referred to individually as a
"Guarantor" and collectively as the "Guarantors." The Exchange Notes and
Exchange Guarantees are to be issued pursuant to the terms of the indenture (the
"Indenture") among the Issuer, the Guarantors and United States Trust Company of
New York, as trustee (the "Trustee"), filed as Exhibit 4.4 to the Registration
Statement, as amended by the First Supplemental Indenture (the "First
Supplemental Indenture") among the Issuer, the Guarantors and the Trustee, filed
as Exhibit 4.9 to the Registration Statement. As used herein, the Indenture and
the First Supplemental Indenture shall hereafter be referred to collectively as
the "Indenture". The Indenture is to be qualified under the Trust Indenture Act
of 1939, as amended (the "TIA").
In connection with the foregoing, we have reviewed such
records, documents, agreements and certificates, and examined such questions of
law, as we have considered necessary or appropriate for the purpose of this
opinion. In making our examination of records, documents, agreements and
certificates, we have assumed the authenticity of the same, the correctness of
the information contained therein, the genuineness of all signatures, the
authority of all persons entering and maintaining records or executing
documents, agreements and certificates (other than persons executing documents,
agreements and certificates on behalf of the Issuer, Blue Giant and HLT), and
the conformity to authentic originals of all items submitted to us as copies
(whether certified, conformed, photostatic or by other electronic means) of
records, documents, agreements or certificates. In rendering our opinion, we
have relied as to factual matters upon certificates of public officials and
certificates and representations of officers of the Issuer and the Guarantors.
We have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes a legal, valid and binding
agreement of the Trustee. In addition, we have assumed that there will be no
changes in applicable law between the date of this opinion and the date of
issuance and delivery of the Exchange Notes and the Exchange Guarantees.
Based upon the foregoing, and having regard for such
additional legal considerations as we deem relevant, we are of the opinion that:
1. The Exchange Notes have been duly authorized by the Issuer
and when the Registration Statement has been declared effective, when the
Indenture has been duly qualified under the TIA, when the Exchange Notes have
been duly executed by the Issuer and when the Exchange Notes have been duly
authenticated by the Trustee in accordance with the terms of the
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CLARK Material Handling Company
Blue Giant Corporation
Hydrolectric Lift Trucks, Inc.
September 18, 1998
Page 3
Indenture and issued and delivered against exchange of the Existing Notes in
accordance with the terms set forth in the prospectus which is included in the
Registration Statement, the Exchange Notes will be valid and binding obligations
of the Issuer, subject to bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, fraudulent transfer and similar laws affecting creditors'
rights and remedies generally and general principles of equity.
2. The Exchange Guarantees have been duly authorized by Blue
Giant and HLT, as applicable, and when the Registration Statement has been
declared effective, when the Indenture has been duly qualified under the TIA,
when the Exchange Notes have been duly executed by the Issuer, when the Exchange
Guarantees have been duly executed by the applicable Guarantor and when the
Exchange Notes have been duly authenticated by the Trustee in accordance with
the terms of the Indenture and issued and delivered against exchange of the
Existing Notes in accordance with the terms set forth in the prospectus which is
included in the Registration Statement, the Exchange Guarantees will constitute
the legal, valid and binding obligation of each applicable Guarantor in
accordance with its terms, subject to bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, fraudulent transfer and similar laws
affecting creditors' rights and remedies generally and general principles of
equity.
3. The Exchange Preferred Stock, when issued and delivered
against exchange of Existing Preferred Stock in accordance with the terms set
forth in the prospectus which is included in the Registration Statement, will be
duly authorized, validly issued, fully paid and non-assessable.
In rendering our opinion as to HLT and paragraph 2 of this
opinion letter, we have relied solely on the opinion of Michael J. Grossman,
Esq., Vice President and General Counsel, CLARK Material Handling Company, of
even date herewith. A copy of Mr. Grossman's opinion is attached hereto, and our
opinion is subject to any qualifications set forth therein.
This opinion is rendered to the Issuer and the Guarantors in
connection with the filing of the Registration Statement and for no other
purpose. We express no opinion as to the laws of any jurisdiction other than the
laws of the United States of America, the State of New York and the General
Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the prospectus which is included in the Registration
Statement.
Very truly yours,
/s/ Dechert Price & Rhoads