Exhibit 5.3
[LETTERHEAD OF AHLERS, COONEY, DORWEILER, HAYNIE, SMITH & ALLBEE, P.C.]
July 12, 2001
MacDermid, Incorporated
245 Freight Street
Waterbury, Connecticut 06702-0671
RE: MacDermid, Incorporated $301,500,000.00 Principal Amount of
9-1/8% Senior Subordinated Notes due 2011
Ladies and Gentlemen:
Solely for the purpose of rendering this opinion, we have acted as
special Iowa counsel to Napp Systems Inc., an Iowa corporation (the "Iowa
Guarantor") and subsidiary of MacDermid, Incorporated, a Connecticut corporation
(the "Company"), in connection with the proposed issuance and exchange (the
"Exchange Offer") of up to $301,500,000 aggregate principal amount of the
Company's outstanding 9-1/8% Senior Subordinated Notes due 2011 (the "Old
Notes") for a like principal amount of the Company's 9-1/8% Senior Subordinated
Notes due 2011 (the "New Notes") to be registered under the Securities Act of
1933 (the "Act"). The New Notes are to be issued pursuant to the indenture dated
as of June 20, 2001 (the "Indenture"), among the Company, the Company's
subsidiaries listed on Schedule I thereto (the "Guarantors") and The Bank of New
York, as trustee (the "Trustee").
In rendering the opinions set forth below, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of the
articles of incorporation and by-laws of the Guarantor, as amended to date, the
Action Taken by Unanimous Consent of the Board of Directors of the Guarantor
dated as of June 1, 2001, and such other documents, instruments and certificates
of officers and representatives of the Guarantor as we have deemed necessary or
appropriate for purposes of this opinion, including the Indenture, and have made
such examination of the law as we have deemed appropriate as a basis for the
opinions hereinafter expressed.
In making such examination of such documents described in the preceding
paragraph (collectively, the "Documents"), we have assumed, with your consent,
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all Documents submitted to us as originals and the conformity to
original Documents of Documents submitted to us as certified or photostatic
copies. As to questions of fact material to the opinions hereinafter expressed,
we have, without independent verification of their accuracy, relied solely,
unless otherwise specifically stated, upon the representations and warranties of
the Guarantor made in the Documents. We have also assumed, with your consent,
that the Indenture is the valid and binding obligation of each other party
thereto other than the Guarantor.
We have assumed for the purposes of the opinions expressed herein that
no fraud exists with respect to any of the matters relevant to such opinions,
although we have no reason to believe that there exists any fraud which would
render invalid the opinions expressed below.
July 12, 2001
Page 2
We are licensed to practice only in the State of Iowa and do not
purport to be experts on, generally familiar with, or qualified to express legal
conclusions based on Laws of States other than the State of Iowa and the Federal
Law of the United States of America.
Based upon and subject to the foregoing assumptions, limitations, and
qualifications, we are of the opinion that:
1. The Iowa Guarantor has duly authorized, executed and delivered the
Indenture.
2. The Iowa Guarantor has duly authorized the execution and delivery of
the guarantee (the "Guarantee") to be endorsed on the New Notes.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission (the "Commission") as exhibit 5.3 to the Registration
Statement (the "Registration Statement") on Form S-4 under the Act relating to
the Exchange Offer. In giving this consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.
Very truly yours,
AHLERS, COONEY, DORWEILER,
HAYNIE, SMITH & ALLBEE, P.C.
By /s/ RONALD L. SUTPHIN
Ronald L. Sutphin