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EXHIBIT 5.2
[Owens-Illinois Inc. Letterhead]
May 14, 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, as amended to date (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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One Seagate o Toledo, Ohio 43666
Telephone: (419) 247-5000
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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. Each of the Guarantors is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization with the requisite
power and authority to perform its obligations under the Indenture and the
applicable Guarantee.
2. The Securities have been duly authorized by all necessary corporate
action of the Company.
3. Each of the Guarantees has been duly authorized by all necessary
corporate, limited liability company or partnership action of the respective
Guarantor.
4. The Indenture has been duly authorized, executed and delivered by each
of the Guarantors.
I consent to your filing this opinion as an exhibit to the above mentioned
Registration Statement, and Latham & Watkins may rely on this opinion in
connection with the opinion it is delivering to you on this date.
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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.