SCHIFF HARDIN & WAITE EXHIBIT 5-1
A Partnership Including Professional Corporations
7200 Sears Tower, Chicago, Illinois 60606-6473
Telephone (312) 876-1000 Facsimile (312) 258-5600
Frederick L. Hartmann
(312) 258-5656
April 11, 1994
Arvin Industries, Inc.
One Noblitt Plaza, Box 3000
Columbus, IN 47202-3000
Re: Arvin Industries, Inc. Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Arvin Industries, Inc., an Indiana
corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-3 (the "Registration Statement") with
the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act"). The Registration Statement relates
to the registration under the Act of up to $225,000,000 of (i) the
Company's unsecured, senior and subordinated debt securities,
consisting of debentures, notes or other evidences of indebtedness in
one or more series ("Debt Securities"); (ii) Preferred Shares, no par
value, of the Company in one or more series ("Preferred Shares"),
which may be issued in the form of depositary shares ("Depositary
Shares") evidenced by depositary receipts; (iii) Common Shares, $2.50
par value ("Common Shares"), of the Company and related rights to
purchase Series C Junior Participating Preferred Shares of the
Company; (iv) warrants ("Warrants") to purchase any of the Debt
Securities, Preferred Shares, Depositary Shares and Common Shares as
designated by the Company; and (v) any such Debt Securities, Preferred
Shares and Common Shares as may be issuable on conversion of
subordinated Debt Securities or Preferred Shares. The Debt
Securities, Preferred Shares, Depositary Shares, Common Shares and
Warrants are collectively referred to as the "Securities."
The senior Debt Securities are to be issued under an indenture,
dated as of July 3, 1990, between the Company and Harris Trust and
Savings Bank, as trustee. The subordinated Debt Securities are to be
issued under an indenture, to be entered into between the Company and
NBD Bank, N.A., as trustee. (Each such indenture is referred to as an
"Indenture" and, together, as the "Indentures.") The Depositary
Shares are to be issued under one or more deposit agreements among the
Company, the depositary named therein and the holders from time to
Arvin Industries, Inc.
Re: Registration Statement
on Form S-3
April 11, 1994
Page 2
time of the depositary receipts described therein (a "Deposit
Agreement"). The Warrants are to be issued pursuant to either a
warrant agreement relating to warrants to purchase Debt Securities or
a warrant agreement relating to warrants to purchase Common Shares,
Preferred Shares or Depositary Shares, each such warrant agreement to
be between the Company, as issuer, and a warrant agent (collectively,
the "Warrant Agreements"). The Securities may be offered and sold
pursuant to one or more underwriting agreements (each, together with
any related schedule of terms, an "Underwriting Agreement") between
the Company and the underwriters named therein, or as otherwise
provided pursuant to the Registration Statement.
In this regard, we have reviewed the Registration Statement and
the exhibits thereto and have examined such other documents and made
such investigation as we have deemed necessary in order to enable us
to render the opinions set forth below. In rendering such opinions,
we have assumed that (i) the Registration Statement will have become
effective under the Act and the Indentures will have been qualified
under the Trust Indenture Act of 1939, as amended, (ii) a Prospectus
Supplement (a "Prospectus Supplement") relating to the Securities to
be offered and sold as contemplated by the Registration Statement will
be prepared, delivered and filed as contemplated by the Act, (iii) the
Indenture with respect to the subordinated Debt Securities will have
been authorized, executed and delivered by NBD Bank, N.A., as trustee,
in substantially the form filed as an exhibit to the Registration
Statement, (iv) each of the Indentures will represent the valid and
binding obligation of the respective trustee, (v) each Deposit
Agreement, Warrant Agreement and Underwriting Agreement, as
applicable, will be executed and delivered in substantially the
respective form filed as an exhibit to the Registration Statement,
(vi) each Deposit Agreement will be authorized, executed and delivered
by the depositary named therein and will represent a valid and binding
obligation of the depositary, (vii) each Warrant Agreement will be
authorized, executed and delivered by the warrant agent named therein
and will represent a valid and binding obligation of the warrant
agent, and (viii) each Underwriting Agreement will be authorized,
executed and delivered by or on behalf of the underwriters named
therein and will represent a valid and binding obligation of each such
underwriter.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Indiana.
2. The Debt Securities will be valid and binding obligations of
the Company, enforceable in accordance with their terms (except as
enforcement thereof may be limited by bankruptcy, insolvency,
Arvin Industries, Inc.
Re: Registration Statement
on Form S-3
April 11, 1994
Page 3
reorganization, moratorium or other laws relating to or affecting
enforcement of creditors' rights generally or by general equity
principles and except that a claim in respect of any Debt Securities
denominated other than in U.S. dollars may be converted into U.S.
dollars at a rate of exchange prevailing at a date determined by
applicable law), at such time as: (a) the board of directors of the
Company or a duly authorized committee thereof (the "Board of
Directors") shall have established by resolution, not inconsistent
with the applicable Indenture, a series in which such Debt Securities
are to be issued and the terms of such Debt Securities, and such
series and terms shall have been set forth in an officers' certificate
or established in a supplemental indenture in accordance with the
requirements of the Indenture; and (b) the issuance and sale of such
Debt Securities shall have been duly authorized by the Board of
Directors, and such Debt Securities shall have been duly executed,
authenticated, issued and delivered pursuant to the provisions of the
applicable Indenture and, if applicable, in accordance with a duly
authorized, completed and executed Underwriting Agreement, as
contemplated in the Registration Statement and the related Prospectus
Supplement, against payment of the agreed consideration therefor.
3. At such time as: (a) the Board of Directors shall have
established by resolution a series in which such Preferred Shares are
to be issued and the terms of such Preferred Shares in accordance with
the Indiana Business Corporation Law and the Company's Restated
Articles of Incorporation, and an amendment to the Company's Restated
Articles of Incorporation setting forth such terms shall have been
filed with the Secretary of State of Indiana; and (b) such Preferred
Shares are issued and sold pursuant to resolutions of the Board of
Directors and, if applicable, in accordance with a duly authorized,
completed and executed Underwriting Agreement, as contemplated in the
Registration Statement and the related Prospectus Supplement, against
payment of the consideration fixed therefor by the Board of Directors,
the Preferred Shares covered by the Registration Statement will be
duly authorized, legally issued, fully paid and non-assessable.
4. When duly issued, authenticated and delivered pursuant to a
Deposit Agreement that has been duly authorized, executed and
delivered by the Company, against payment of the consideration fixed
therefor by the Board of Directors and, if applicable, in accordance
with a duly authorized, completed and executed Underwriting Agreement,
as contemplated in the Registration Statement and the related
Prospectus Supplement, the Depositary Shares covered by the
Registration Statement will be duly authorized, legally issued, fully
paid and non-assessable.
5. When duly issued and sold pursuant to resolutions of the
Board of Directors and, if applicable, in accordance with a duly
Arvin Industries, Inc.
Re: Registration Statement
on Form S-3
April 11, 1994
Page 4
authorized, completed and executed Underwriting Agreement, as
contemplated in the Registration Statement and the related Prospectus
Supplement, against payment of the consideration fixed therefor by the
Board of Directors, the Common Shares covered by the Registration
Statement will be duly authorized, legally issued, fully paid and non-
assessable and the related rights to purchase Series C Junior
Participating Preferred Shares will be entitled to the benefits of the
amended Rights Agreement incorporated by reference as an exhibit to
the Registration Statement.
6. When duly issued, authenticated and delivered pursuant to a
Warrant Agreement that has been duly authorized, executed and
delivered by the Company, against payment of the consideration fixed
therefor by the Board of Directors and, if applicable, in accordance
with a duly authorized, completed and executed Underwriting Agreement,
as contemplated in the Registration Statement and the related
Prospectus Supplement, the Warrants covered by the Registration
Statement will be duly authorized, legally issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the
caption "Legal Opinions" in the prospectus constituting a part of the
Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Frederick L. Hartmann
______________________________
Frederick L. Hartmann