Exhibit 5.1
May 5, 2000
Precision Partners, Inc. and the Subsidiary Guarantors
named on Annex A hereto
c/o Precision Partners, Inc.
5605 N. MacArthur Boulevard, Suite 760
Irving, Texas 75038
Re: $100,000,000 12% Senior Subordinated Notes Due 2009
---------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Precision Partners, Inc., a
Delaware corporation (the "Company"), and the Subsidiary Guarantors listed in
Annex A hereto (the "Subsidiary Guarantors"), in connection with the proposed
issuance and exchange of up to $100,000,000 aggregate principal amount of the
Company's 12% Senior Subordinated Notes due 2009 (the "New Notes") for an equal
principal amount of the Company's 12% Senior Subordinated Notes due 2009
outstanding on the date hereof (the "Old Notes"), to be issued pursuant to the
Indenture dated as of March 19, 1999 (as amended by the First Supplemental
Indenture thereto, dated October 15, 1999, and the Second Supplemental Indenture
thereto, dated October 29, 1999, the "Indenture"), by and among the Company, as
issuer, the Subsidiary Guarantors, as guarantors, and The Bank of New York, as
trustee (the "Trustee"). The Old Notes are, and the New Notes will be,
guaranteed (each a "Subsidiary Guarantee") on a joint and several basis by each
of the Subsidiary Guarantors.
We have examined such documents, records and matters of law as
we have deemed necessary for purposes of this opinion, and based thereupon we
are of the opinion that:
1. The New Notes have been duly authorized, and when duly executed by
authorized officers of the Company and authenticated by the Trustee, and issued
in accordance with the Indenture and the Registration Rights Agreement, will be
binding obligations of the Company.
2. Each Subsidiary Guarantee has been duly authorized, executed and
delivered by authorized officers of each Subsidiary Guarantor, and constitutes a
valid and binding obligation of the applicable Subsidiary Guarantor.
Precision Partners, Inc.
May 5, 2000
Page 2
For purposes of the opinions expressed in Paragraph 2 above
with respect to Galaxy Industries Corporation and Mid State Machine Products, we
have assumed the due authorization, execution and delivery of their respective
Subsidiary Guarantee.
The opinions expressed herein are limited to the federal laws
of the United States of America, the laws of the States of New York, Illinois
and California the General Corporation Law of the State of Delaware, as
currently in effect.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement on Form S-4 filed by the Company and the
Subsidiary Guarantors to register the exchange of the New Notes for the Old
Notes (and the Guarantee by each Subsidiary Guarantor of the New Notes) under
the Securities Act of 1933 and to the reference to us under the caption "Legal
Matters" in the Prospectus constituting a part of such Registration Statement.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Annex A
NAME JURISDICTION OF INCORPORATION
- ---- -----------------------------
Mid State Machine Products Maine
Galaxy Industries Corporation Michigan
Certified Fabricators, Inc. California
General Automation, Inc. Illinois
Nationwide Precision Products Corp. New York
Gillette Machine & Tool Co., Inc. New York