Exhibit 5.3
July 7, 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 Dalton Corporation, Stryker Machining Facility Co. ("Dalton
Stryker"), Dalton Corporation, Ashland Manufacturing Facility ("Dalton
Ashland"), and Peerless Corporation ("Peerless") (Dalton Stryker, Dalton Ashland
and Peerless, collectively, the "Ohio Guarantors"), in connection with the
proposed registration by the Ohio Guarantors of their respective guarantees of
those certain 11% Senior Secured Notes due 2010 issued by Neenah Foundry Co. in
the aggregate principal amount of $133,130,000 (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."
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 or appropriate for the
purposes of this opinion, including the following (collectively, the Documents):
(i) The Indenture dated as of October 8, 2003 governing the Notes;
(ii) An executed certificate representing the Notes;
(iii) An executed certificate representing the guarantees by the Ohio
Guarantors of the Notes (such certificate, the "Ohio Guarantees");
(iv) Amended and Restated Articles of Incorporation for Dalton Stryker
dated February 11, 1997, as certified by the Ohio Secretary of
State's Office on August
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July 7, 2004
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20, 2003, and Code of Regulations for Dalton Stryker dated as of
February 11, 1997, as certified by Secretary's Certificate for
Dalton Stryker;
(v) Executed Secretary's Certificate for Dalton Stryker dated as of
October 8, 2003;
(vi) Executed Consent in Lieu of Special Meeting of Board of Directors
for Dalton Stryker attached to the above-referenced Secretary's
Certificate for Dalton Stryker;
(vii) Good Standing Certificate for Dalton Stryker issued by the Ohio
Secretary of State's Office on September 25, 2003;
(viii) Articles of Incorporation for Dalton Ashland filed with the Ohio
Secretary of State on June 22, 1995, as amended by Certificate of
Amendment of Articles of Incorporation dated June 27, 1995 and
Certificate of Amendment of Articles of Incorporation dated February
11, 1997, and Amended and Restated Code of Regulations for Dalton
Ashland dated as of February 11, 1997, as certified by Secretary's
Certificate for Dalton Ashland;
(ix) Executed Secretary's Certificate for Dalton Ashland dated as of
October 8, 2003;
(x) Executed Consent in Lieu of Special Meeting of Board of Directors
for Dalton Ashland attached to the above-referenced Secretary's
Certificate for Dalton Ashland;
(xi) Good Standing Certificate for Dalton Ashland issued by the Ohio
Secretary of State's Office on September 17, 2003;
(xii) Articles of Incorporation dated August 25, 1989 and Code of
Regulations for Peerless dated as of September 8, 1989, as certified
by Secretary's Certificate for Peerless;
(xiii) Executed Secretary's Certificate for Peerless dated as of October
8, 2003; and
(xiv) Executed Consent in Lieu of Special Meeting of Board of Directors
for Peerless attached to the above-referenced Secretary's
Certificate for Peerless.
The documents identified in items (iv) through (xiv) above are
collectively referred to herein as the "Organizational Documents").
For purposes of this opinion, we have assumed (a) the authenticity of all
documents submitted to us as originals; (b) 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; (c) 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 parties which are the Ohio Guarantors, and the due execution
(except with respect to the
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July 7, 2004
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Ohio Guarantors) and delivery, pursuant to due authorization (except with
respect to our opinion set forth in paragraph 2 below relating to the Ohio
Guarantors) of all documents by the parties thereto; (d) that all parties other
than the Ohio Guarantors had 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, except as set forth in our opinion below, the
validity and binding effect thereof on such parties; (e) that any individual
executing any of the Documents has the legal capacity to enter into a valid,
binding and enforceable contract on behalf of the party for whom such individual
is acting and is not acting under fraud, duress or any other legal disability;
(f) the accuracy of all factual matters set forth in all Documents and
certificates upon which we have relied in rendering the opinions set forth
below; (g) that the Organizational Documents are in full force and effect and
have not been rescinded, supplemented or modified in any respect; and (h) that
no litigation or judicial or other proceeding or other decree, order, judgment,
execution, attachment or agreement to which any Ohio Guarantor is a party or by
which its assets or business is bound adversely affects the granting or
enforcement of liens on or security interests in its assets or any of the
transactions contemplated under the Documents or requires the consent of, the
giving of notice to, or the taking of any other action in respect to, any
governmental agency or authority of the State of Ohio or any third party in
connection with the transactions contemplated by the Documents.
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. Each of the Ohio Guarantors has the corporate power to enter into the
Ohio Guarantees to which it is a party.
2. The Board of Directors of each of the Ohio Guarantors has adopted by
requisite vote the resolutions necessary to authorize the execution and delivery
of the Ohio Guarantees to which it is a party.
3. The Ohio Guarantees to which each such Ohio Guarantor is a party have
been duly executed by each such Ohio Guarantor.
We hereby consent to the filing of this opinion as an exhibit 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 Ohio (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 after the date the
Registration Statement is declared effective.
Neenah Foundry Company
July 7, 2004
Page 4
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. The law firm of Kirkland
& Ellis LLP may rely on this opinion.
Yours very truly,
TAFT, STETTINIUS & HOLLISTER LLP