Exhibit 5.2
[Letterhead of Olsen, Kloet, Gunderson & Conway]
October 29, 1999
J. L. French Corporation
Allotech International, Inc.
3101 South Taylor
P. O. Box 1024
Sheboygan, 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 Corporation, a Wisconsin corporation, and Allotech
International, Inc., a Wisconsin corporation, (together, the "Guarantors"), in
connection with the Guarantors proposed guarantee of up to $175,000,000 in
aggregate principal amount of 11 1/2% Senior Subordinated Notes, due 2009 (the
"Exchange Notes"). The Exchange Notes are to be issued by J. L. French
Automotive Castings, Inc., a Delaware corporation (the "Issuer"), pursuant to
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 supplemented or amended, 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, French Holdings, Inc. and U. S. Bank Trust National Association, as
trustee.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other
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instruments as we have deemed necessary for the purposes of this opinion,
including (i) the Articles of Incorporation and By-Laws of the Guarantors, (ii)
minutes and records of the corporate proceedings of the Guarantors with respect
to the issuance of the Guarantees, (iii) the Registration Statement, (iv) the
Indenture and (v) the Notation of Guaranty executed by the Guarantor as
contemplated under Section 11.04 of the Indenture (the "Notation", together with
the Indenture, the "Guarantee Documents").
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 Guarantors and the due authorization, execution
and delivery of all documents by the parties thereto other than the Guarantors.
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 Guarantors and
others.
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 law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of the State of Wisconsin and
the Wisconsin 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:
1. Each of the Guarantors is duly incorporated, validly existing and in
good standing under the laws of the State of Wisconsin.
2. Each of the Guarantors has the requisite corporate power and authority
to
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execute and deliver the Guarantee Documents and to perform its
obligations thereunder.
3. The execution and delivery of the Guarantee Documents by each of the
Guarantors, and the performance of its obligations thereunder, has
been duly authorized by each such Guarantor.
We hereby consent to the filing of this opinion with the Commission as
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 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 State of Wisconsin 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, except that Kirkland & Ellis may rely upon
this opinion to the same extent as if it were an addressee hereof.
Sincerely,
OLSEN, KLOET, GUNDERSON & CONWAY
/s/ James O. Conway
James O. Conway
JOC/jl