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EXHIBIT 5.1
QUARLES & BRADY LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497
Tel 414.277.5000
Fax 414.271.3552
www.quarles.com
May 14, 2002
The Manitowoc Company, Inc.
500 South 16th Street
Manitowoc WI 542221-0066
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration
Statement of The Manitowoc Company, Inc. (the "Company") on Form S-3 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the proposed offering on a delayed
basis pursuant to Rule 415 under the Act, together or separately, for an
aggregate initial offering price not to exceed $750,000,000, of the Company's
(i) unsecured debt securities (the "Debt Securities"), (ii) related guarantees
(the "Gurantees") by various Company subsidiaries (the "Subsidiaries") and/or
(iii) common stock, par value $0.01 per share (together with the common stock
purchase rights attached thereto) (the "Common Stock"). The Debt Securities, the
Guarantees and the Common Stock are collectively referred to herein as the
"Offered Securities."
We have examined (i) the Registration Statement; (ii) the Company's
Restated Articles of Incorporation and By-Laws, as amended to date; (iii) the
proposed form of Indenture for Debt Securities (including, as an exhibit, a
proposed form of Registered Security thereunder) (the "Indenture"), providing
for the issuance of the Debt Securities from time to time in one or more series
pursuant to the terms of one or more Securities Resolutions (as defined in the
Indenture) creating such series; (iv) corporate proceedings of the Company and,
if applicable, the relevant subsidiaries, relating to the Registration
Statement, the Indenture and the transactions contemplated thereby; and (v) such
other documents, and such matters of law, as we have deemed necessary in order
to render this opinion.
In connection with this opinion, we have assumed that, at or prior to
the time of delivery of the Offered Securities, (i) the Registration Statement
and any amendments thereto (including post-effective amendments) will have
become effective under the Act; (ii) a prospectus supplement will have been
prepared and filed with the Commission describing the terms of each particular
issue of Offered Securities offered and the terms of the offering thereof; (iii)
all Offered Securities will be issued and sold in compliance with applicable
federal and state securities laws and in the manner stated in the Registration
Statement and the applicable prospectus supplement; (iv) with respect to an
offering of Debt Securities and any Guarantees, the Indenture will have been
duly qualified under the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and will have been duly authorized, executed and delivered by
the Company and the Trustee; and (v) as appropriate, a definitive purchase,
underwriting or similar agreement with respect to any Offered Securities offered
will have been duly authorized, executed and delivered by the Company and the
other parties thereto.
On the basis and subject to the foregoing, we advise you that, in our
opinion:
(1) The Company is a corporation validly existing under the laws
of the State of Wisconsin.
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(2) When (i) the Registration Statement has become effective
under the Act and the Indenture has been duly qualified
under the Trust Indenture Act, (ii) the terms of any class
or series of Offered Securities have been authorized by
appropriate action of the Company and, in the case of any
Guarantees, the applicable subsidiaries, (iii) any Debt
Securities and Guarantees have been duly executed,
authenticated, issued and delivered in accordance with the
provisions of the Indenture and the applicable Securities
Resolution, and (iv) any such class or series of Offered
Securities has been duly issued and sold, and payment has
been received for such Offered Securities in the manner
contemplated in the Registration Statement and the
prospectus supplement relating thereto, then (a) if the
Offered Securities are shares of Common Stock, such shares
will be validly issued, fully paid and nonassessable,
subject to the personal liability which may be imposed on
shareholders by Section 180.0622(2)(b) of the Wisconsin
Business Corporation Law, as judicially interpreted, for
debts owing to employees for services performed, but not
exceeding six months service in any one case; (b) if the
Offered Securities are Debt Securities, they will be legally
issued and will constitute valid and binding obligations of
the Company; and (c) if the Offered Securities are
Guarantees, they will be legally issued and will constitute
valid and binding obligations of the subsidiaries executing
them.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Opinions" in the prospectus constituting a part thereof. In giving our consent,
we do not admit that we are "experts" within the meaning of Section 11 of the
Act, or that we come within the category of persons whose consent is required by
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Quarles & Brady LLP
QUARLES & BRADY LLP
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