EXHIBIT 5.1
FOLEY & LARDNER LLP
ATTORNEYS AT LAW
777 East Wisconsin Avenue
Milwaukee, WI 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foley.com
April 14, 2004
WRITER'S DIRECT LINE
414.297.5668
rryba@foley.com EMAIL
CLIENT/MATTER NUMBER
011092-0103
Neenah Foundry Company
2121 Brooks Street
P.O. Box 729
Neenah, Wisconsin 54957
Re: Registration Statement on Form S-1
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 Notes due 2010
(the "Notes") pursuant to a Registration Statement on Form S-1 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 Notes are guaranteed by
Neenah Transport and the other guarantors listed on Exhibit A hereto (the
"Guarantees"). The Notes and the Guarantees were 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.
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.
Brussels Detroit MILWAUKEE SAN DIEGO/DEL MAR TAMPA
CHICAGO JACKSONVILLE ORLANDO SAN FRANCISCO TOKYO
DENVER LOS ANGELES SACRAMENTO SILICON VALLEY WASHINGTON, D.C.
MADISON SAN DIEGO TALLAHASSEE WEST PALM BEACH
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Neenah Foundry Company
April 14, 2004
Page 2
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 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:
1. The Wisconsin Entities are corporations validly existing under
the laws of the State of Wisconsin.
2. Each of the Wisconsin Entities has the requisite corporate power
and authority to execute and deliver the Indenture and to perform its
obligations thereunder.
3. The execution and delivery of the Indenture, the Notes and the
Guarantees 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,
FOLEY & LARDNER LLP
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
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Neenah Foundry Company
April 14, 2004
Page 2
Brussels Detroit MILWAUKEE SAN DIEGO/DEL MAR TAMPA
CHICAGO JACKSONVILLE ORLANDO SAN FRANCISCO TOKYO
DENVER LOS ANGELES SACRAMENTO SILICON VALLEY WASHINGTON, D.C.
MADISON SAN DIEGO TALLAHASSEE WEST PALM BEACH