EXHIBIT 5.2
[LETTERHEAD OF KIRKLAND & ELLIS LLP]
April 14, 2004
Neenah Foundry Company
2121 Brooks Avenue
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 legal
counsel to Neenah Foundry Company (the "Issuer"), 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 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 Notes are
guaranteed pursuant to guarantees (the "Guarantees") by the guarantors listed on
Schedule A hereto (the "Guarantors" and together with the Issuer, the
"Registrants"). 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, the Guarantors and The Bank
of New York, as trustee.
In that connection, 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 Indenture; (ii) the Registration Statement; (iii)
specimen certificates of the Notes and Guarantees; and (iv) such other records,
certificates and documents as we have deemed necessary or appropriate in order
to deliver the opinions set forth herein.
For purposes of this opinion, we have assumed (i) the authenticity of
all documents submitted to us as originals; (ii) 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; (iii) 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, and the due authorization, execution and delivery of all
documents by the parties thereto; (iv) that the Issuer and the Guarantors and
other parties thereto have or will have the power, corporate or other, to enter
into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authentication
by all requisite action, corporate or other, to enter into and perform all
obligations thereunder and also have assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and, except as set forth in our opinion below, the validity
and binding effect thereof on such parties. 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, 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 assuming the Notes and the Guarantees (in the form examined by us) have
been duly executed, authorized and delivered, the Notes and the Guarantees
constitute legally valid and binding obligations of the Issuer and the
Guarantors enforceable against the Issuer and Guarantors in accordance with
their terms, respectively.
We hereby consent to the filing of this opinion as Exhibit 5.2 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 on
exclusively on the internal law of the State of New York normally applicable to
transactions of this type (the "Applicable Law").
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 Applicable
Law as now in effect be changed by legislative action, judicial decision or
otherwise.
We have also assumed that the execution and delivery of the Indenture,
the Notes, and the Guarantees and the performance by the Registrants of their
respective obligations thereunder do not and will not violate, conflict with or
constitute a default under any agreement or instrument to which any Registrant
is bound, except those agreements and
instruments that have been identified by any Registrant as being material to it
and that have been filed as exhibits to the Registration Statement.
This opinion is furnished to you in connection with the filing of the
Registration Statement and in accordance with the requirements of Item 601(b)(5)
of Regulation S-K promulgated under the Securities Act, and is not to be used,
circulated, quoted or otherwise relied upon by any other person or for any other
purposes.
Yours very truly,
/s/ Kirkland & Ellis LLP
------------------------
Kirkland & Ellis LLP