Exhibit 5.4
[LETTERHEAD OF STEPHEN PLOPPER & ASSOCIATES, P.C. APPEARS HERE]
December 9, 1997
Power Investments, Inc.
Franklin Power Products, Inc.
International Fuel Systems, Inc.
Marine Corporation of America, Inc.
400 Forsythe Street
Franklin, Indiana 46131
RE: Form S-1 Registration Statement
Registration No. 333-37703
Gentlemen and Ladies:
We have acted as counsel to Power Investments, Inc., an Indiana
corporation, Franklin Power Products, Inc., an Indiana corporation,
International Fuel Systems, Inc., an Indiana corporation Marine Corporation of
America, Inc., an Indiana corporation, Marine Drive Systems Inc., a New Jersey
Corporation and Powrbilt Products, Inc., a Texas Corporation and (such
companies, collectively the "Guarantors"), relating to the proposed issuance of
an aggregate of $130,000,000 principal amount of _____% Senior Notes due 2007
(the "Senior Notes") of Delco Remy International, Inc., a Delaware corporation
(the "Company") and guaranteed by the Guarantors (the "Guaranties"). The Senior
Notes are to be issued pursuant to the terms of an Indenture substantially in
the form filed as Exhibit 4.1 (the "Indenture") to that certain Registration
Statement on Form S-1 (Registration No. 333-37703), originally filed on October
10, 1997, with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and the Trust Indenture Act of 1939, as amended, and as
subsequently amended by amendments thereto filed on October 22, 1997, November
21, 1997, November 26, 1997, December 9, 1997 and an amendment to be filed today
(the "Registration Statement"). The Indenture is between the Company and United
Trust Company of New York, as Trustee.
We have reviewed the Indenture, Article X of which contains the Guaranties
and have made such legal and factual examination and inquiry which we have
deemed advisable for the rendering of this opinion. In making our examination,
we have
December 9, 1997
Page 2
assured the genuiness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to all authentic original
documents of all documents submitted to us as copies. Based on the foregoing, it
is our opinion that:
Each Guaranty issued by each respective Guarantor has been duly authorized
by the respective Guarantor and when executed, authenticated, and delivered in
accordance with the terms of the Indenture and paid for in the manner and at the
price set forth in the Registration Statement, will constitute the legal, valid
and binding obligation of each Guarantor in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization or other similar laws affecting creditor's rights or debtor's
obligations and to general principles of equity.
The opinion expressed herein is rendered solely for your benefit in
connection with the transactions contemplated hereby. The opinion expressed
herein may not be used or relied upon by any person nor may this letter or any
copies hereof be furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without our prior written consent, except
as provided 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." Such consent does not constitute a
consent under Section 7 of the Securities Act ("Section 7"), since in consenting
to the reference to our firm under such heading, we have not certified any part
of such Registration Statement and do not otherwise come within the categories
of persons whose consent is required under Section 7 or under the rules and
registrations promulgated by the Securities and Exchange Commission.
Sincerely yours,
STEPHEN PLOPPER & ASSOCIATES, P.C.
/s/ Stephen Plopper
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Stephen E. Plopper
SEP/psd