EXHIBIT 5-1
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SCHIFF HARDIN & WAITE
A Partnership Including Professional Corporations
6600 Sears Tower, Chicago, Illinois 60606-6473
Telephone (312) 258-5500 Facsimile (312) 258-5600
Frederick L. Hartmann
(312) 258-5656
March 3, 1999
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 pursuant to
Rule 462(b) under the Securities Act of 1933, as amended (the "Act")
of a Registration Statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission. The Registration
Statement relates to the registration under the Act of up to
$25,000,000 of additional unsecured, senior and subordinated debt
securities, consisting of debentures, notes or other evidences of
indebtedness in one or more series ("Debt Securities") of the Company.
The senior Debt Securities are to be issued under an indenture,
dated as of July 3, 1990, as amended, 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. or its successor, as trustee. (Each such
indenture is referred to as an "Indenture" and, together, as the
"Indentures.") The Debt 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) a Prospectus Supplement (a "Prospectus
Supplement") relating to the Debt Securities to be offered and sold as
contemplated by the Registration Statement will be prepared, delivered
and filed as contemplated by the Act, (ii) if subordinated Debt
Securities are to be issued and sold, the Indenture with respect to
the subordinated Debt Securities will have been authorized, executed
and delivered by NBD Bank, N.A. or its successor, as trustee, in
substantially the form filed as an exhibit to the Registration
Statement, (iii) the respective Indenture will represent the valid and
binding obligation of the respective trustee, (iv) each Underwriting
Agreement will be executed and delivered in substantially the
respective form filed as an exhibit to the Registration Statement, and
(v) 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,
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 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.
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
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Frederick L. Hartmann