EXHIBIT 5.1
May 28, 2004
Fedders Corporation
505 Martinsville Road
Liberty Corner, New Jersey 07938
Re: Fedders North America, Inc.
REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
I am Vice President and General Counsel of Fedders
Corporation, a Delaware corporation (the "Guarantor") and of Fedders North
America, Inc., a Delaware corporation (the "Company"), and have acted as general
counsel to the Guarantor and the Company in connection with the public offering
of $155,000,000 aggregate principal amount of the Company's 9 7/8% Senior Notes
due 2014 (the "Exchange Notes") which are to be guaranteed on a senior
subordinated basis pursuant to a guarantee (the "Guarantee") by the Guarantor
and Emerson Quiet Kool Corporation, Columbia Specialties, Inc., Rotorex Company,
Inc., Fedders Outlet, Inc., Fedders Inc., Trion, Inc., Melcor Corporation,
Eubank Manufacturing Enterprises, Inc. and Envirco Corporation (collectively,
the "Subsidiary Guarantors"). The Exchange Notes are to be issued pursuant to an
exchange offer (the "Exchange Offer") in exchange for a like principal amount of
the issued and outstanding 9 7/8% Senior Notes due 2014 of the Company (the
"Original Notes") under an Indenture dated as of March 8, 2004 (the
"Indenture"), between the Company, the Guarantor, the Subsidiary Guarantors and
U.S. Bank National Association, as Trustee (the "Trustee"), as contemplated by
the Registration Rights Agreement dated as of March 8, 2004 (the "Registration
Rights Agreement"), by and among the Company, the Guarantor, the Subsidiary
Guarantors and Credit Suisse First Boston LLC.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
In connection with this opinion, I have examined, or had
others examine for me, originals or copies, certified or otherwise identified
to my satisfaction, of (i) the Registration Statement on Form S-4 to be filed
with the Securities and Exchange Commission (the "Commission") on the date
hereof under the Act (the "Registration Statement"); (ii) an executed copy of
the Registration Rights Agreement; (iii) an executed copy of the Indenture;
(iv) the
Restated Certificate of Incorporation of the Company and the Guarantor; (v) the
Restated By-Laws of the Company and the Guarantor, as amended to date; (vi)
certain resolutions adopted by the Board of Directors of the Company and the
Guarantor relating to the Exchange Offer, the issuance of the Original Notes and
the Exchange Notes, the Indenture and related matters; (vii) the Form T-1 of the
Trustee filed as an exhibit to the Registration Statement; and (viii) the form
of the Exchange Notes. I have also examined originals or copies, certified or
otherwise identified to my satisfaction, of such records of the Company and the
Guarantor and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and the Guarantor and others,
and such other documents, certificates and records as I have deemed necessary or
appropriate as a basis for the opinions set forth herein.
I have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents
submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making my
examination of executed documents or documents to be executed, I have assumed
that the parties thereto, other than the Company and the Guarantor, had 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, and execution and delivery by such parties of such
documents and the validity and binding effect on such parties. As to any facts
material to the opinions expressed herein which I have not independently
established or verified, I have relied upon statements and representations of
officers and other representatives of the Company and the Guarantor and others.
My opinions set forth herein are limited to the Delaware
corporate law and the laws of the State of New Jersey that are normally
applicable to transactions of the type contemplated by the Exchange Offer and to
the extent that judicial or regulatory orders or decrees or consents, approvals,
licenses, authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all of
the foregoing being referred to as "Opined on Law"). I do not express any
opinion with respect to the law of any jurisdiction other than Opined on Law or
as to the effect of any such non-opined law on the opinions herein stated.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, I am of the opinion
that when the Exchange Notes (in the form examined by us) have been duly
executed and authenticated in accordance with the terms of the Indenture and
have been delivered upon consummation of the Exchange Offer against receipt of
Original Notes surrendered in exchange therefor in accordance with the terms of
the Exchange Offer, the Exchange Notes and the related Guarantee will constitute
valid and binding obligations of the Company and the Guarantor, enforceable
against the Company and the Guarantor in accordance with their terms, except to
the extent that enforcement thereof may be limited by (1) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to creditors' rights generally and (2)
general principles of
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equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).
In rendering the opinion set forth above, I have assumed that
the execution and delivery by the Company and the Guarantor of the Indenture and
the Exchange Notes and the performance by the Company and the Guarantor of its
obligations thereunder do not and will not violate, conflict with or constitute
a default under any agreement or instrument to which the Company and the
Guarantor or their respective properties is subject, except for those agreements
and instruments which have been identified by the Company or the Guarantor as
being material to it and which are listed in Part 2 of the Guarantor's Annual
Report on Form 10-K.
This opinion has been prepared solely for your use in
connection with the Registration Statement and is not to be used, circulated,
quoted, relied upon or otherwise referred to for any other purpose or by any
other person without ny express prior written consent.
I hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. I also consent to the
reference to me under the caption "Legal Matters" in the Registration Statement.
In giving this consent, I do not thereby admit that I am included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Robert N. Edwards
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