Exhibit 5
[Latham & Watkins Letterhead]
November 11, 1999
HDA Parts System, Inc.
520 Lake Cook Road
Deerfield, Illinois 60015
Re: Registration Statement on Form S-4 (File no. 333-75887)
$100,000,000 Principal Amount of 12% Senior Subordinated Notes due 2005
-----------------------------------------------------------------------
Ladies and Gentlemen:
In connection with the registration of $100,000,000 aggregate principal
amount of 12% Senior Subordinated Notes due 2005 (the "Series B Notes") by HDA
Parts System, Inc., an Alabama corporation (the "Company") and the related
guarantees thereof (the "Guarantees"), on Form S-4 to be filed with the
Securities and Exchange Commission on April 12, 1999 (the "Registration
Statement"), you have requested our opinion with respect to the matters set
forth below. The Series B Notes will be issued pursuant to an indenture dated as
of July 31, 1998, a first supplemental indenture, dated as of September 30,
1998, a second supplemental indenture, dated as of December 21, 1998, a
third supplemental indenture, dated as of January 14, 1999, a fourth
supplemental indenture, dated as of April 20, 1999, a fifth supplemental
indenture, dated as of June 7, 1999, a sixth supplemental indenture, dated as of
September 27, 1999, a seventh supplemental indenture, dated as of October 1,
1999 and an eighth supplemental indenture, dated as of October 8, 1999
(together, the "Indenture") by and among the Company, the guarantors named
therein (the "Guarantors") and U.S. Trust Company of California, N.A., as
trustee (the "Trustee"). The Series B Notes will be issued in exchange for the
Company's outstanding 12% Senior Subordinated Notes due 2005 (the "Series A
Notes") on the terms set forth in the prospectus contained in the Registration
Statement and the Letter of Transmittal to be filed as an exhibit thereto (the
"Exchange Offer"). Capitalized terms used herein without definition have the
meanings assigned to them in the Indenture.
In our capacity as your special counsel, we have made such legal and
factual examinations and inquiries as we have considered appropriate for
purposes of rendering the opinions expressed below. We have examined, among
other things, the Indenture, the Series B Notes and the Guarantees.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies. As
to facts material to the opinions, statements and assumptions expressed herein,
we have, with your consent,
relied upon oral or written statements and representations of officers and other
representatives of the Company and others. In addition, we have obtained and
relied upon such certificates and assurances from public officials as we have
deemed necessary.
We are opining herein as to the effect on the subject transactions only of
the internal laws of the State of New York and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is our
opinion, as of the date hereof, that assuming due authorization, execution,
delivery and authentication of the Series B Notes and the Guarantees, upon
issuance in the manner described in the Registration Statement, the Series B
Notes will be legally valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, and the Guarantees will be
legally valid and binding obligations of the Guarantors, enforceable against the
Guarantors in accordance with their terms.
The opinions rendered above relating to the enforceability of the Series B
Notes and the Guarantees are subject to the following exceptions, limitations
and qualifications: (1) the effect of bankruptcy, insolvency, fraudulent
conveyances, reorganization, moratorium or other similar laws now or hereafter
in effect relating to or affecting the rights and remedies of creditors, (2) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or law, and the discretion of the court before which any
proceeding therefor may be brought; (3) the unenforceability under certain
circumstances under law or court decisions of provisions providing for the
indemnification of or contribution to a party with respect to a liability where
such indemnification or contribution is contrary to public policy; and (4) we
express no opinion regarding the waivers of rights or defenses contained in
Section 4.15 of the Indenture.
To the extent that the obligations of the Company and the Guarantors under
the Indenture and the Guarantees may be dependent upon such matters, we have
assumed for purposes of this opinion that (i) the Trustee (a) is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization; (b) has the requisite organizational and legal power and authority
to perform its obligations under the Indenture; and (c) is duly qualified to
engage in the activities contemplated by the Indenture; (ii) the Indenture has
been duly authorized, executed and delivered by the Trustee and constitutes the
Trustee's legally valid and binding obligation, enforceable against the Trustee
in accordance with its terms; and (iii) the Trustee is in compliance, generally
and with respect to acting as trustee under the Indenture, with all applicable
laws and regulations.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters."
Very truly yours,
/s/ Latham & Watkins