[LETTERHEAD]
October 29, 1999
J.L. French Automotive Castings, Inc.
French Holdings, Inc.
J.L. French Corporation
Allotech International, Inc.
3101 S. Taylor
P.O. Box 1024
Sheboyghan, WI 53082
Re: REGISTRATION STATEMENT ON FORM S-4, REGISTRATION NO. 333-84903
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel
to J.L. French Automotive Castings, Inc., a Delaware corporation (the "Issuer"),
and French Holdings, Inc., a Delaware corporation ("French Holdings"), J.L.
French Corporation, a Wisconsin corporation ("J.L. French"), and Allotech
International, Inc. ("Allotech, and together with French Holdings and J.L.
French, the "Guarantors," and together with the Issuer, the "Registrants"), in
connection with the proposed registration by the Issuer of up to $175,000,000 in
aggregate principal amount of the Issuer's 11-1/2% Senior Subordinated Notes due
2009 (the "Exchange Notes"), pursuant to a Registration Statement on Form S-4
(Registration No. 333-84903) originally filed with the Securities and Exchange
Commission (the "Commission") on August 10, 1999, under the Securities Act of
1933, as amended (the "Act") (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement"). The
obligations of the Issuer under the Exchange Notes will be guaranteed by the
Guarantors (the "Guarantees"). The Exchange Notes and the Guarantees are to be
issued pursuant to the Indenture (as supplemented, the "Indenture"), dated as of
May 28, 1999, among the Issuer, the Guarantors and U.S. Bank Trust National
Association, as trustee. The Exchange Notes and the Guarantees are to be issued
in exchange for and in replacement of the Issuer's outstanding 11-1/2% Senior
Subordinated Notes due 2009 (the "Old Notes"), of which $115,000,000 in
aggregate principal amount is outstanding.
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In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Certificate of Incorporation, Articles of
Incorporation and By-Laws of the Registrants, (ii) minutes and records of the
corporate proceedings of the Registrants with respect to the issuance of the
Exchange Notes and the Guarantees, (iii) the Indenture, dated as of May 28, 1999
(the "Indenture"), among the Registrants and U.S. Bank Trust National
Association, as trustee, (iv) the Notation of Guaranty executed by the
Guarantors, as contemplated by Section 11.04 of the Indenture, (v) the
Registration Rights Agreement, dated as of May 28, 1999, among the Registrants,
Banc of America Securities LLC and Chase Securities Inc., and (vi) the
Registration Statement.
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 Registrants and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrants.
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 Registrants and
others. In rendering the opinion below regarding J.L. French and Allotech, we
have relied on the opinion of Olsen, Kloet, Gunderson & Conway, which is filed
as Exhibit 5.2 to the Registration Statement.
Our opinion expressed below is 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, 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), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of
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the State of New York, the General Corporation Law of the State of Delaware and
the Delaware case law decided thereunder and the federal laws of the United
States of America.
Based upon and subject to the assumptions, qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that when (i) the Registration Statement becomes effective, (ii) the Indenture
has been duly qualified under the Trust Indenture Act of 1939, as amended, and
(iii) the Exchange Notes have been duly executed and authenticated in accordance
with the provisions of the Indenture and duly delivered to the purchasers
thereof in exchange for the Old Notes, the Exchange Notes and the Guarantees
will be validly issued and binding obligations of the Registrants.
We hereby consent to the filing of this opinion with the commission as
Exhibit 5.1 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 whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
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 States of New York or Delaware or the federal law of the United
States 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 purpose.
Sincerely,
/s/ Kirkland & Ellis
Kirkland & Ellis