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EXHIBIT 5.2
September 13, 2002
WRITER'S DIRECT DIAL NUMBER
(225) 381-0218
H&E Equipment Services L.L.C.
11100 Mead Road, Suite 200
Baton Rouge, LA 70816
RE: EXCHANGE OFFER FOR $53,000,000 12 1/2% SENIOR SUBORDINATED NOTES DUE
2013 FOR UP TO $53,000,000 12 1/2% SENIOR SUBORDINATED EXCHANGE
NOTES DUE 2013
Dear Ladies and Gentlemen:
We have acted as counsel to H&E Equipment Services L.L.C. (the "COMPANY" or the
"REGISTRANT") in connection with the proposed offer (the "EXCHANGE OFFER") to
exchange an aggregate principal amount of up to $53,000,000 12 1/2% Senior
Subordinated Notes due 2013 (the "OLD NOTES") for up to $53,000,000 12 1/2%
Senior Subordinated Exchange Notes due 2013 (the "EXCHANGE NOTES"), pursuant to
a Registration Statement on Form S 4 filed with the Securities and Exchange
Commission (the "COMMISSION") under the Securities Act of 1933, as amended (the
"SECURITIES ACT"). Such Registration Statement, as amended or supplemented, is
hereinafter referred to as the "REGISTRATION STATEMENT." The Exchange Notes are
to be issued pursuant to the Indenture (the "INDENTURE"), dated as of June 17,
2002, by and among the Registrant, H&E Finance Corp., the Guarantors (as defined
therein) and The Bank of New York, as the trustee, in exchange for and in
replacement of the Company's outstanding Old Notes, of which $53,000,000 in
aggregate principal amount at maturity is outstanding.
In that connection, we have examined originals, or copies certified or otherwise
identified to our satisfaction, of such documents, company records and other
instruments as we have deemed
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September 13, 2002
necessary for the purposes of this opinion, including (i) the company and
organizational documents of the Registrant, (ii) minutes and records of the
company proceedings of the Registrant with respect to the issuance of the
Exchange Notes, (iii) the Registration Statement and exhibits thereto and (iv)
the Registration Rights Agreement, dated as of June 17, 2002, by and among the
Registrant, H&E Finance Corp., the Guarantors (as defined therein) and Credit
Suisse First Boston Corporation.
For purposes of this opinion, we have assumed the authenticity of all documents
submitted to us as originals, the conformity to the originals of all documents
submitted to us as copies and the authenticity of the originals of all documents
submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrant, and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrant.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Registrant and
others.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
1. H&E Equipment Services L.L.C. is a limited liability company,
existing and in good standing under the Louisiana Limited
Liability Company Law.
2. The sale and issuance of the Exchange Notes has been validly
authorized by H&E Equipment Services L.L.C.
3. When the Exchange Notes are issued pursuant to the Exchange
Offer, the Exchange Notes will constitute valid and binding
obligations of H&E Equipment Services L.L.C., and the
Indenture will be enforceable in accordance with its terms.
Our opinions expressed above are subject to the qualifications that we express
no opinion as to the applicability of, compliance with, or effect of (i) any
bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, revocatory, avoidance, moratorium or other similar law affecting the
enforcement of creditors' rights generally, (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law), and (iii) any laws except the laws of the State of Louisiana.
We hereby consent to the filing of this opinion in Exhibit 5.2 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are in the category of persons
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whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission. We do not find it necessary for the purposes of
this opinion, and accordingly we do not purport to cover herein, the application
of the securities or "Blue Sky" laws of the various states to the issuance of
the Exchange Notes.
This opinion is limited to the specific issues addressed herein, and no opinion
may be inferred or implied beyond that expressly stated herein. We assume no
obligation to revise or supplement this opinion should the present laws of the
State of Louisiana be changed by legislative action, judicial decision or
otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
Yours very truly,
TAYLOR, PORTER, BROOKS & PHILLIPS, L.L.P.