EXHIBIT 5.2
-----------
SCHIFF HARDIN & WAITE
1101 CONNECTICUT AVENUE, N.W
SUITE 600
WASHINGTON, D.C. 20036-4390
Shirley M. Lukitsch
202 778-6477
Email: slukitsch@schiffhardin.com
May 1, 2001
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, Wisconsin 53403
Re: Modine Manufacturing Company
Post Effective Amendment No. 1 on
Form S-8 to Registration Statement on
Form S-4, as amended (File No. 333-56648)
Ladies and Gentlemen:
We are acting as counsel to Modine Manufacturing Company, a
Wisconsin corporation ("Modine"), in connection with Modine's filing
of Post-Effective Amendment No. 1 on Form S-8 (the "Amendment") to its
Registration Statement on Form S-4, File No. 333-56648 (the
"Registration Statement"), which was declared effective on March 20,
2001. The Amendment covers the offer and sale of up to 283,898 shares
of common stock, $0.625 par value, of Modine (the "Common Stock") and
associated preferred stock purchase rights (the "Rights"), issuable
upon the exercise of outstanding options (the "Options") under the (1)
Modine Manufacturing Company Stock Option Plan for Thermacore
Employees under the DTX Corporation 1995 Stock Option Plan and (2)
Modine Manufacturing Company Stock-Based Compensation Plan for
Thermacore Employees under the DTX Corporation 1997 Plan (collec-
tively, the "Plans"). The terms of the Rights are set forth in a
Rights Agreement, dated as of October 16, 1986, as amended, between
Modine and First Chicago Trust Company of New York (the "Rights
Agreement"). Copies of the Rights Agreement and the amendments
thereto are filed as exhibits to the Registration Statement. This
opinion supplements our opinion, dated March 16, 2001, filed as
Exhibit 5.1 to the Registration Statement.
Modine Manufacturing Company
May 1, 2001
Page 2
In connection with rendering this opinion, we have examined
(a) the Registration Statement on Form S-4, (b) the Amendment, (c) the
Restated Articles of Incorporation and Restated By-Laws of Modine, as
amended to date, (d) the Rights Agreement, (e) the Plans, (f) resolu-
tions adopted by the Board of Directors of Modine authorizing the
issuance of the Common Stock and associated Rights upon the exercise
of the outstanding Options under the Plans, and (g) such other
proceedings, documents and records as we have deemed necessary to
enable us to render this opinion.
Based upon the foregoing and subject to the qualifications
set forth herein, we are of the opinion that (1) the shares of Common
Stock covered by the Amendment have been duly authorized and, when
issued upon the valid exercise of the Options in accordance with the
provisions of the Plans, will be validly issued, fully paid and
nonassessable, except with respect to certain debts owing to employees
of Modine for services performed for Modine, as provided in Section
180.0622(2)(b) of the Wisconsin Business Corporation Law and judicial
interpretations thereof, and (2) the Rights associated with the Common
Stock, when issued pursuant to the terms of the Rights Agreement, will
be validly issued.
We hereby consent to the filing of this supplemental opinion
as an exhibit to the Registration Statement, as amended by the
Amendment.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Shirley M. Lukitsch
---------------------------
Shirley M. Lukitsch