EXHIBIT 5.1
[Letterhead of Dechert]
July 31, 2001
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, IN 46013
Re: Form S-4 Registration Statement
Registration No. 333-65552
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Gentlemen and Ladies:
We have acted as counsel to Delco Remy International, Inc., a Delaware
corporation (the "Company"), Delco Remy America, Inc., a Delaware corporation
("DRA"), Reman Holdings, Inc., a Delaware corporation ("Reman"), Remy
International, Inc., a Delaware corporation ("Remy International"), Ballantrae
Corporation, a Delaware corporation ("Ballantrae"), Tractech, Inc., a Delaware
corporation ("Tractech"), Engine Master, L.P., a Delaware limited partnership
("Engine Master"), HSG I, Inc., a Delaware corporation ("HSG I"), HSG II, Inc.,
a Delaware corporation ("HSG II"), DR Sales, Inc., a Delaware corporation ("DR
Sales"), Power Investments Marine, Inc., a New Jersey corporation ("Marine
Drive"), and M. & M. Knopf Auto Parts, Inc., a New York corporation ("Knopf" and
collectively with DRA, Reman, Remy International, Ballantrae, Tractech, Engine
Master, HSG I, HSG II, DR Sales, Marine Drive and Knopf, the "Relevant
Subsidiaries"), Nabco, Inc., a Michigan corporation ("Nabco"), The A&B Group,
Inc., a Mississippi corporation ("A&B Group"), A&B Enterprises, a Mississippi
corporation ("A&B Enterprises"), Dalex, Inc., a Mississippi corporation
("Dalex"), A&B Cores, Inc., a Mississippi corporation ("A&B Cores"), R&L Tool
Company, Inc., a Mississippi corporation ("R&L Tool"), MCA, Inc. of Mississippi,
a Mississippi corporation ("MCA"), Power Investments, Inc., an Indiana
corporation ("Power Investments"), Franklin Power Products, Inc., an Indiana
corporation ("Franklin Power"), International Fuel Systems, Inc., an Indiana
corporation ("International Fuel"), Marine Corporation of America, an Indiana
corporation ("Marine Corporation"), Powrbilt Products, Inc., a Texas corporation
("Powrbilt"), World Wide Automotive, Inc., a Virginia corporation ("World
Wide"), Williams Technologies, Inc., a South Carolina corporation ("Williams"
and together with the Relevant Subsidiaries, Nabco, A&B Group, A&B Enterprises,
Dalex, A&B Cores, R&L Tool, MCA, Power Investments, Franklin Power,
International Fuel, Marine Corporation, Powrbilt, World Wide, Williams, each a
"Guarantor" and collectively the "Guarantors") in connection with the
preparation and filing by the Company and the Guarantors of a Registration
Statement on Form S-4 (Registration No.
Delco Remy International, Inc.
July 31, 2001
Page 2
333-65552) (the "Registration Statement"), with the Securities and Exchange
Commission for the purpose of registering the issuance of up to an aggregate
principal amount of $165,000,000 of the Company's 11% Senior Subordinated Notes
Due 2009 (the "Exchange Notes") and the Guarantors' guarantees thereof (the
"Exchange Guarantees") under the Securities Act of 1933, as amended (the
"Securities Act"). The Exchange Notes are to be issued in exchange for an equal
aggregate principal amount of the Company's outstanding 11% Senior Subordinated
Notes Due 2009 (the "Existing Notes") and the Guarantors' guarantees thereof
pursuant to the Registration Rights Agreement among the Company, the Guarantors,
Credit Suisse First Boston Corporation and Deutsche Banc Alex. Brown, Inc.
incorporated by reference as Exhibit 4.6 to the Registration Statement. The
Exchange Notes and the Exchange Guarantees are to be issued pursuant to the
terms of the Indenture by and among the Company, the Guarantors and First Union
National Bank, as trustee (the "Trustee"), which is filed as Exhibit 4.3 to the
Registration Statement. The Indenture is to be qualified under the Trust
Indenture Act of 1939, as amended (the "TIA").
In connection with the foregoing, we have reviewed such records, documents,
agreements and certificates, and examined such questions of law, as we have
considered necessary or appropriate for the purpose of this opinion. In making
our examination of records, documents, agreements and certificates, we have
assumed the authenticity of the same, the correctness of the information
contained therein, the genuineness of all signatures, the authority of all
persons entering and maintaining records or executing documents, agreements and
certificates (other than persons executing documents, agreements and
certificates on behalf of the Company and the Guarantors), and the conformity to
authentic originals of all items submitted to us as copies (whether certified,
conformed, photostatic or by other electronic means) of records, documents,
agreements or certificates. In rendering our opinions, we have relied as to
factual matters upon certificates of public officials and certificates and
representations of officers of the Company and the Guarantors.
We have assumed that the Indenture has been duly authorized, executed and
delivered by the Trustee and constitutes a legal, valid and binding agreement of
the Trustee. In addition, we have assumed that there will be no changes in
applicable law between the date of this opinion and the date of issuance and
delivery of the Exchange Notes and the Exchange Guarantees.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, and having regard
for such legal considerations as we deem relevant, we are of the opinion that:
Delco Remy International, Inc.
July 31, 2001
Page 3
1. The Exchange Notes have been duly authorized by the Company and, when
(a) the Registration Statement has been declared effective, (b) the Indenture
has been duly qualified under the TIA, (c) the Exchange Notes have been duly
executed by the Company and (d) the Exchange Notes have been duly authenticated
by the Trustee in accordance with the terms of the Indenture and issued and
delivered in exchange for the Existing Notes in accordance with the terms set
forth in the prospectus which is included in the Registration Statement, will
constitute valid and legally binding obligations of the Company, as issuer,
enforceable against the Company in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization and other similar laws affecting creditors' rights generally or
debtors' obligations generally, general principles of equity (whether considered
in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.
2. The Exchange Guarantees have been duly authorized by each respective
Guarantor, and when (a) the Registration Statement has been declared effective,
(b) the Indenture has been duly qualified under the TIA, (c) the Exchange Notes
have been duly executed by the Company, (d) the Exchange Notes have been duly
authenticated by the Trustee in accordance with the terms of the Indenture and
issued and delivered in exchange for the Existing Notes in accordance with the
terms set forth in the prospectus which is included in the Registration
Statement and (e) the Exchange Guarantees have been duly executed by the
Guarantors, will constitute valid and legally binding obligations of the
Guarantors enforceable against the Guarantors in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization and other similar laws affecting creditors' rights generally or
debtors' obligations generally, general principles of equity (whether considered
in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.
The opinions expressed herein are limited to the General Corporation Law of
the State of Delaware and the laws of the United States and the State of New
York, and we express no opinion concerning the laws of any other jurisdiction.
For the purposes of our opinion with respect to the due authorization of any of
the Exchange Guarantees by any Guarantor other than a Relevant Subsidiary, we
have assumed that the corporate, limited liability company, partnership or
limited partnership law of the jurisdiction of incorporation or organization of
such entities is identical to that of Delaware.
The opinion expressed herein is rendered to the Company and the Guarantors
in connection with the filing of the Registration Statement and for no
Delco Remy International, Inc.
July 31, 2001
Page 4
other purpose. The opinion expressed herein may not be used or relied on by any
other person, nor may this letter or any copies thereof be furnished to a third
party, filed with a government agency, quoted, cited or otherwise referred to
without our prior written consent, except as noted below.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus contained
therein, under the caption "Legal Matters." In giving such consent we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
\s\ Dechert