[LETTERHEAD OF WACHTELL, LIPTON, ROSEN, & KATZ]
December 11, 1996
Blue Bird Body Company
3920 Arkwright Road
Macon, Georgia 31210
Blue Bird Corporation
3920 Arkwright Road
Macon, Georgia 31210
Ladies and Gentlemen:
We have acted as special counsel for Blue Bird Body Company, a
Georgia corporation (the "Company") and Blue Bird Corporation, a Delaware
Corporation (the "Guarantor" or "BBC"), which owns all of the capital stock
of the Company, in connection with the preparation of the Company's
Registration Statement on Form S-4, registration number 333-17515, (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), filed with the Securities and Exchange Commission on
December 9, 1996 and as amended on December 11, 1996, relating to an offer to
exchange (the "Exchange Offer") the Company's 10-3/4% Senior Subordinated
Notes Due 2006, Series B (the "Exchange Notes") for an equal principal amount
of the Company's outstanding 10-3/4% Senior Subordinated Notes due 2006 (the
"Notes"). The Exchange Notes will be guaranteed on a senior subordinated
basis (the "Guarantee") by the Guarantor.
The Notes were issued, and the Exchange Notes will be issued, under
an Indenture dated as of November 15, 1996 (the "Indenture"), among the
Company, the Guarantor and The Chase Manhattan Bank, as Trustee (the
"Trustee").
Blue Bird Body Company
Blue Bird Corporation
December 11, 1996
Page 2
In connection with this opinion, we have examined the Registration
Statement, the Indenture (included as Exhibit 4.1 to the Registration
Statement), the form of the Exchange Notes (set forth as Exhibit A-2 to the
Indenture) and such other documents, records and other matters as we have
deemed necessary or appropriate in order to give the opinions set forth
herein.
We have, with your approval, assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of documents submitted to us as certified, facsimile, conformed, electronic,
or photostatic copies and the authenticity of the originals of such copies.
As to all questions of fact material to this opinion that have not been
independently established, we have relied upon certificates or comparable
documents, and oral and written statements and representations, of officers
and representatives of the Company and the Guarantor. We have not
independently verified such information and assumptions.
We have further, with your approval, assumed (without any
independent investigation or verification of any kind) and have relied upon
the opinion of Rogers & Hardin (included as Exhibit 5.2 to the Registration
Statement), Georgia counsel for the Company, as to (among other matters set
forth therein): the due incorporation, valid existence and good standing of
the Company in Georgia; the possession by the Company of the requisite
corporate power and authority to execute, deliver and perform its obligations
under the Exchange Notes and the Indenture; the due and valid authorization,
due execution and delivery of the Indenture by the Company; and the due and
valid authorization of the Exchange Notes by the Company.
Based upon and subject to the foregoing, assuming that the
Indenture has been duly authorized, executed and delivered by, and represents
the valid and binding obligation of, the Trustee, and when the Registration
Statement, including any amendment thereto, shall have become effective under
the Securities Act and the Indenture shall have been duly qualified under
the Trust Indenture Act of 1939, as amended, it is our opinion that:
A. BBC has been duly incorporated, and is validly
existing under the laws of the State of Delaware,
and the Company has been duly incorporated, and is
validly existing and in good standing under the
laws of the State of Georgia, in each case
with corporate power and authority to execute,
deliver, and perform its obligations under the
Blue Bird Body Company
Blue Bird Corporation
December 11, 1996
Page 3
Guarantee, the Exchange Notes and the Indenture,
as the case may be; and each of the Guarantee and
the Indenture has been duly authorized by BBC;
and each of the Indenture and the Exchange Notes
has been duly authorized by the Company;
B. the Indenture constitutes the legal, valid and
binding obligation of each of the Company and
the Guarantor, enforceable against each of the
Company and the Guarantor in accordance with its
terms;
C. the Exchange Notes, when duly executed and
delivered by or on behalf of the Company in
the form contemplated by the Indenture upon
the terms set forth in the Exchange Offer
and authenticated by the Trustee or an
authenticating agent appointed by the Trustee
in accordance with the terms of the Indenture,
will constitute the legal, valid and binding
obligations of the Company, enforceable
against the Company in accordance with their
terms; and
D. the Guarantee, when duly executed and delivered
by or on behalf of the Guarantor upon the terms
set forth in the Exchange Offer, will constitute
the legal, valid and binding obligation of the
Guarantor, enforceable against the Guarantor in
accordance with its terms;
subject, in each case, to (a) bankruptcy, insolvency, moratorium,
reorganization and other laws of general applicability relating to or
affecting creditors' rights from time to time in effect; (b) application of
general principles of equity (regardless of whether considered in proceedings
in equity or at law) and the discretion of the court before which any
proceeding therefor may be brought; (c) standards of commercial
reasonableness and the implied covenant of good faith; and (d) public policy.
In addition, the opinions expressed herein are subject to the
following assumptions, exceptions, limitations, qualifications and comments:
A. We express no opinion as to whether a federal or state court
outside New York would give effect to the choice of New York law
provided for in the Indenture.
B. We express no opinion as to the effect of the laws of any
jurisdiction (other than federal laws of the United States and
the laws of the State of New York)
Blue Bird Body Company
Blue Bird Corporation
December 11, 1996
Page 4
wherein any holder of the Exchange Notes may be located which
limit rates of interest that may be charged or collected by such
holder.
C. We express no opinion with respect to the lawfulness or
enforceability of:
(i) provisions relating to delay or omission of enforcement of
rights or remedies, waivers of defenses, or waivers of
benefits of any usury, appraisement, valuation, stay,
extension, moratorium, redemption, statutes of limitation or
other non-waivable benefits bestowed by operation of law;
(ii) exculpation provisions, provisions relating to releases of
unmatured claims, provisions purporting to waive immaterial
rights, severability provisions and provisions similar in
substance and nature to those described in the foregoing
clause (i) and this clause (ii), insofar as any of the
foregoing are contained in the Indenture; and
(iii) indemnification or contribution provisions to the extent
they purport to relate to liabilities from or based upon
negligence or any violation of, or relate to rights of
contribution or indemnification that are violative of, any
law, rule or regulation or the public policy underlying any
law, rule or regulation (including any federal, state or
foreign securities law, rule or regulation).
D. Certain of the remedial provisions and waivers with respect to
the Guarantee contained in the Indenture may be unenforceable in
whole or in part, but the inclusion of such provisions does not
affect the validity of the Guarantee, taken as a whole, and the
Guarantee, taken as a whole, together with the laws of the State
of New York, contains adequate provision for the practical
realization of the benefits of the guarantee created thereby.
E. We express no opinion as to the effect on the Indenture, the
Exchange Notes or the Guarantee, or on the opinions expressed
herein, of any fraudulent conveyance laws.
Blue Bird Body Company
Blue Bird Corporation
December 11, 1996
Page 5
We are not members of the Bar of any jurisdiction other than the
State of New York. The opinions herein are limited to the laws of the State
of New York, the General Corporation law of the State of Delaware, and the
federal laws of the United States, and we express no opinion as to the effect
on the matters covered by this opinion of the laws of any other jurisdiction.
This opinion is rendered solely for your benefit in connection
with the Exchange Offer. This opinion may not be used or relied upon by any
other person and may not be disclosed, quoted, filed with a government agency
or otherwise referred to without our prior written consent, except that we
hereby consent (i) to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus that is a part of the Registration
Statement and (ii) to your filing copies of this opinion as an Exhibit to the
Registration Statement with agencies of such states as you deem necessary in
the course of complying with the laws of such states regarding the Exchange
Offer. In giving any such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz