Exhibit 5.1
(FOLEY & LARDNER LETTERHEAD)
December 8, 2003
CLIENT/MATTER NUMBER
011092-0103
Neenah Foundry Company
2121 Brooks Street
P.O. Box 729
Neenah, WI 54957
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special Wisconsin
legal counsel to Neenah Foundry Company, a Wisconsin corporation (the "Issuer"),
and Neenah Transport, Inc., a Wisconsin corporation ("Neenah Transport" and
together with the Issuer, the "Wisconsin Entities"), in connection with the
proposed registration by the Issuer of $133,130,000 in aggregate principal
amount of the Issuer's 11% Senior Secured Exchange Notes due 2010 (the "Exchange
Notes") pursuant to a Registration Statement on Form S-4 to be filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities 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 Neenah Transport and the other guarantors listed on Exhibit A
hereto (the "Guarantees"). The Exchange Notes and the Guarantees are to be
issued pursuant to the Indenture (as amended and supplemented from time to time,
the "Indenture"), dated as of October 8, 2003, by and among the Issuer, Neenah
Transport and the other guarantors listed on Exhibit A hereto and The Bank of
New York, as trustee. The Exchange Notes and the Guarantees are to be issued in
exchange for and in replacement of the Issuer's 11% Senior Secured Notes due
2010 (the "Old Notes").
As such counsel, 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 Articles of Incorporation and Bylaws of the Issuer
and Neenah Transport, (ii) the Indenture and (iii) 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.
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,
(FOLEY & LARDNER LOGO)
Neenah Foundry Company
December 8, 2003
Page 2
reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other
similar law affecting the enforcement of creditors' rights generally, (ii)
general principals of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law), and (iii) public policy considerations which
may limit the rights of parties to obtain certain remedies.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
(i) The Wisconsin Entities are corporations validly existing under
the laws of the State of Wisconsin.
(ii) Each of the Wisconsin Entities has the requisite corporate
power and authority to execute and deliver the Indenture and to perform
its obligations thereunder.
(iii) The execution and delivery of the Indenture by each of the
Wisconsin Entities and the performance of its obligations thereunder, has
been duly authorized by each such Wisconsin Entity, and does not conflict
with the articles of incorporation, bylaws or any applicable provision of
Wisconsin law.
We hereby consent to the filing of this opinion 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 Securities Act of the rules and
regulations of the Commission.
Our advice on every legal issue addressed in this letter is based
exclusively on the internal law of the State of Wisconsin or the federal law of
the United States.
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 purposes.
Yours very truly,
/s/ Foley & Lardner
FOLEY & LARDNER
EXHIBIT A
Advanced Cast Products, Inc.,
Dalton Corporation,
Dalton Corporation, Warsaw Manufacturing Facility,
Dalton Corporation, Stryker Machining Facility Co.,
Dalton Corporation, Ashland Manufacturing Facility,
Dalton Corporation, Kendallville Manufacturing Facility,
Deeter Foundry, Inc.,
Gregg Industries, Inc.,
Mercer Forge Corporation,
A&M Specialties, Inc.,
Cast Alloys, Inc.,
Belcher Corporation
Peerless Corporation