EXHIBIT 5-1
____________, ____
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 $400,000,000 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) share purchase contracts to purchase Common Shares
("Share Purchase Contracts"); (v) share purchase units, each
consisting of a Share Purchase Contract and a Debt Security or debt
obligation of a third party, including a U.S. Treasury security,
pledged to secure the holder's obligation to purchase Common Shares
under a Share Purchase Contract ("Share Purchase Units"), (vi)
warrants ("Warrants") to purchase any of the Debt Securities,
Preferred Shares, Depositary Shares and Common Shares as designated by
the Company; and (vii) 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, Share Purchase Contracts,
Share Purchase Units 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, and supplemented on March 31,
1994, 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 the trustee to
be named therein. (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
time of the depositary receipts described therein (a "Deposit
Agreement"). The Share Purchase Contracts and the Share Purchase
Units are to be issued under one or more purchase contract agreements
to be entered into between the Company and the purchase contract agent
named therein (a "Purchase Contract 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 the
trustee named therein, 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, Purchase Contract 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 Purchase Contract Agreement will be authorized, executed and
delivered by the purchase contract agent named therein and will
represent a valid and binding obligation of the purchase contract
agent, (viii) 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 (ix) 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
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
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. The Share Purchase Contracts and the Share Purchase
Units covered by the Registration Statement 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) at such time as: (a) the Board of Directors shall
have established by resolution the terms of the Share Purchase
Contracts and the Share Purchase Units; (b) a Purchase Contract
Agreement shall have been duly authorized, executed and delivered by
the Company; and (c) the issuance and delivery of the Share Purchase
Contracts and the Share Purchase Units shall have been duly authorized
by the Board of Directors and the Share Purchase Contracts and the
Share Purchase Units shall have been duly executed, authenticated,
issued and delivered pursuant to a Purchase Contract Agreement 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 therefor fixed by the Board if Directors.
7. 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
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Frederick L. Hartmann