EXHIBIT 5.2
[LATHAM & WATKINS LETTERHEAD]
August 30, 2002
dj Orthopedics, LLC
DJ Orthopedics Capital Corporation
2985 Scott Street
Vista, California 92083
Re: Post-Effective Amendment No. 1 to Registration Statement
No. 333-74998; $100,000,000 Aggregate Principal Amount of
12 5/8% Senior Subordinated Notes due 2009
Ladies and Gentlemen:
In connection with the registration of $100,000,000 aggregate
principal amount of 12 5/8% Senior Subordinated Notes due 2009 (the
"Securities") by dj Orthopedics, LLC, a Delaware limited liability company, and
DJ Orthopedics Capital Corporation, a Delaware corporation (together, the
"Issuers"), and the guarantees of the Securities (the "Guarantees") by dj
Orthopedics, Inc., a Delaware corporation ("dj Orthopedics"), and dj Orthopedics
Development Corporation, a Delaware corporation ("dj Development"), under the
Securities Act of 1933, as amended (the "Act"), on Post-Effective Amendment No.
1 to Form S-1 (File No. 333-74998) filed with the Securities and Exchange
Commission on August 30, 2002 (the "Registration Statement"), you have requested
our opinion with respect to the matters set forth below. The Securities and the
guarantee of the Securities by dj Orthopedics were issued pursuant to an
indenture (the "Indenture") dated as of June 30, 1999 by and among the Issuers,
dj Orthopedics, as successor to DonJoy, L.L.C., and The Bank of New York, as
Trustee (the "Trustee"). The guarantee of the Securities by dj Development was
issued pursuant to the First Supplemental Indenture (the "Supplemental
Indenture"), dated as of May 13, 2002, by and among the Issuers, dj Development,
dj Orthopedics and the Trustee.
In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken by dj Development in
connection with the authorization and issuance of its Guarantee. In addition, we
have made such legal and factual examinations and inquiries, including an
examination of originals or copies certified or otherwise identified to our
satisfaction of such documents, corporate records and instruments, as we have
deemed necessary or appropriate for purposes of this opinion.
dj Orthopedics, LLC
DJ Orthopedics Capital Corporation
August 30, 2002
Page 2
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to authentic original documents of all documents submitted to us
as copies.
We are opining herein as to the effect on the subject transaction
only of the internal laws of the State of New York and the General Corporation
Law of the State of Delaware, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware any other laws, or as to any matters of
municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein,
it is our opinion that as of the date hereof, the Guarantee by dj Development
has been duly authorized by all necessary corporate action of dj Development and
is the legally valid and binding obligation of dj Development, enforceable
against dj Development in accordance with its terms.
The opinions rendered above relating to the enforceability of the
Guarantee by dj Development are subject to the following exceptions, limitations
and qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; and (ii) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or law, and the discretion of the court before which any proceeding
therefor may be brought.
We have not been requested to express, and with your knowledge
and consent, do not render any opinion as to the applicability to the
obligations of dj Development under the Supplemental Indenture or the Guarantee
of Section 548 of the United States Bankruptcy Code or applicable state law
(including, without limitation, Article 10 of the New York Debtor and Creditor
Law) relating to fraudulent transfers and obligations.
To the extent that the obligations of dj Development under the
Supplemental Indenture and the Indenture may be dependent upon such matters, we
assume for purposes of this opinion that: (i) all parties to the Supplemental
Indenture and the Indenture are duly organized, validly existing and in good
standing under the laws of their respective jurisdictions of organization; (ii)
all parties to the Supplemental Indenture and the Indenture have the requisite
organizational and legal power and authority to perform their respective
obligations under such agreements; (iii) the Indenture has been duly authorized,
executed and delivered by all parties to such agreement and constitutes the
legally valid, binding and enforceable obligation of such parties enforceable
against such parties in accordance with its terms; (iv) the Supplemental
Indenture has been duly authorized, executed and delivered by all parties to
such agreement other than dj Development and constitutes the legally valid,
binding and enforceable obligation of such parties enforceable against such
parties in accordance with its terms; (v) the Trustee is duly qualified to
engage in the activities contemplated by the Supplemental Indenture and the
Indenture; and (vi) the Trustee is in compliance, generally and with respect to
acting as a trustee under the Supplemental Indenture and the Indenture, with all
applicable laws and regulations.
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dj Orthopedics, LLC
DJ Orthopedics Capital Corporation
August 30, 2002
Page 3
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
/s/ Latham & Watkins
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