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EXHIBIT 5.2
[Owens-Illinois Inc. Letterhead]
April 5, 2002
Owens-Brockway Glass Container Inc.
One SeaGate
Toledo, Ohio 43666
Re: $1,000,000,000 Aggregate Principal Amount of
8 7/8% Senior Secured Notes due 2009
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Ladies and Gentlemen:
I am Vice President and Secretary to Owens-Brockway Glass
Container Inc., a Delaware corporation (the "Company"), and have acted as
counsel to the Company in connection with the registration of $1,000,000,000
aggregate principal amount of the Company's 8 7/8% Senior Secured Notes due
2009 (the "Securities") and the guarantees of the Securities (the
"Guarantees") by Owens-Illinois Group, Inc. ("Group") and the domestic
subsidiaries of Group listed on Schedule A hereto (collectively, and together
with Group, the "Guarantors"), under the Securities Act of 1933, as amended,
on Form S-4 filed with the Securities and Exchange Commission on April 5,
2002 (the "Registration Statement"). You have requested my opinion with
respect to the matters set forth below. The Securities and the Guarantees
will be issued pursuant to an indenture, dated January 24, 2002, as
supplemented by the First Supplemental Indenture, dated January 24, 2002 (as
supplemented, the "Indenture") by and among the Company, the Guarantors and
U.S. Bank National Association, as trustee (the "Trustee"). The Securities
and the Guarantees will be issued in exchange for the Company's outstanding 8
7/8% Senior Secured Notes due 2009 on the terms set forth in the prospectus
contained in the Registration Statement and the Letter of Transmittal filed
as an exhibit thereto. Capitalized terms used herein without definition have
the meanings assigned to them in the Indenture.
In my capacity as such counsel in connection with such registration,
I am familiar with the proceedings taken and proposed to be taken by the Company
and the Guarantors in connection with the authorization and issuance of the
Securities and the Guarantees, respectively. In addition, I have made such legal
and factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to my satisfaction of such documents,
corporate records and instruments, as I have deemed necessary for purposes of
this opinion.
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505 Montgomery Street, Suite 1900 o San Francisco, California 94111-2562
TELEPHONE: (415) 391-0600 o FAX: (415) 395-8095
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In my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals, and the
conformity to authentic original documents of all documents submitted to me as
copies.
I am opining herein as to the effect on the subject transaction only
of the federal laws of the United States, the internal laws of the State of Ohio
and the Delaware General Corporation Law (the "DGCL"), and I express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or, in the case of Delaware, any other laws, 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 my opinion that as of the date hereof:
1. The Securities have been duly authorized by all necessary
corporate action of the Company.
2. Each of the Guarantees has been duly authorized by all necessary
corporate, limited liability company or partnership action of the respective
Guarantor.
I consent to your filing this opinion as an exhibit to the above
mentioned Registration Statement.
Very truly yours,
/s/ James W. Baehren
James W. Baehren
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SCHEDULE A
ACI America Holdings Inc.
Anamed International, Inc.
BriGam Medical, Inc.
BriGam Ventures, Inc.
BriGam, Inc.
Brockway Realty Corporation
Brockway Research, Inc.
Continental PET Technologies, Inc.
MARC Industries, Inc.
Martell Medical Products, Incorporated
NHW Auburn, LLC
OB Cal South Inc.
OI AID STS Inc.
OI Auburn Inc.
OI Australia Inc.
OI Brazil Closure Inc.
OI California Containers Inc.
OI Castalia STS Inc.
OI Consol STS Inc.
OI Ecuador STS Inc.
OI Europe & Asia Inc.
OI General Finance Inc.
OI General FTS Inc.
O-I Health Care Holding Corp.
O-I Holding Company, Inc.
OI Hungary Inc.
OI International Holdings Inc.
OI Levis Park STS Inc.
OI Medical Holdings Inc.
OI Medical Inc.
OI Peru STS Inc.
OI Plastic Products FTS Inc.
OI Poland Inc.
OI Puerto Rico STS Inc.
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OI Regioplast STS Inc.
OI Venezuela Plastic Products Inc.
OIB Produvisa Inc.
Overseas Finance Company
Owens-BriGam Medical Company
Owens-Brockway Glass Container Trading Company
Owens-Brockway Packaging, Inc.
Owens-Brockway Plastic Products Inc.
Owens-Illinois Closure Inc.
Owens-Illinois General Inc.
Owens-Illinois Prescription Products Inc.
Owens-Illinois Specialty Products Puerto Rico, Inc.
Product Design & Engineering, Inc.
SeaGate II, Inc.
SeaGate III, Inc.
SeaGate, Inc.
Specialty Packaging Licensing Company
Universal Materials, Inc.