Exhibit 5.2
[LETTERHEAD OF ROGERS & HARDIN]
December 11, 1996
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Ladies and Gentlemen:
We have acted as special counsel for Blue Bird Body Company, a
Georgia corporation (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, 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 Blue Bird Corporation, a
Delaware Corporation (the "Guarantor" or "BBC"), which owns all of the
capital stock of the Company.
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").
In connection with this opinion, we have examined the Indenture,
the form of the Exchange Notes (set forth as Exhibit A 2 to the Indenture) and
such other documents, records and
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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
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statements and representations, of officers and representatives of the Company
and the Guarantor. We have not independently verified such information and
assumptions.
For purposes of the opinions set forth in B and C below, we have
also assumed that (a) the Indenture and the Exchange Notes, contrary to their
terms, are governed by the substantive laws of the State of Georgia and (b)
after giving effect to a special cash dividend of $201.4 million to BBC, the
Company was and is able to pay its debts as they become due in the usual
course of business and the Company's total assets were not and will not be
less than the sum of its total liabilities.
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. the Company has been duly incorporated, and is validly existing
under the laws of the State of Georgia, with corporate power
and authority to execute, deliver, and perform its obligations
under the Indenture and the Exchange Notes; 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 the Company, enforceable against the Company in
accordance with its terms; and
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 obligation of the
Company, enforceable against the Company in accordance with their
terms; subject, in the case of the opinions set forth in B and C
hereof, to (a) bankruptcy, insolvency, moratorium, reorganization
and other laws of general applicability relating to or affecting
creditor's 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:
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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 the laws of the State of Georgia)
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; or
(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. 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.
We are not members of the Bar of any jurisdiction other than the
State of Georgia. The opinions herein are limited to the laws of the State of
Georgia and we express no opinion as to the effect on the matters covered by
this opinion of the laws of any other jurisdiction.
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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 (ii) to your filing of 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/ Rogers & Harden