Exhibit 5.1
FOLEY & LARDNER LLP
ATTORNEYS AT LAW
777 EAST WISCONSIN AVENUE
August 23, 2004 MILWAUKEE, WI 53202-5306
414.271.2400 TEL
414.297.4900 FAX
www.foley.com
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
registration by the Issuer of up to $100,000,000 in aggregate principal amount
at maturity of the Issuer's 13% Senior Subordinated Notes due 2013 (the "Notes")
pursuant to a Registration Statement on Form S-1 originally filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), on July 7, 2004. 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 LOS ANGELES ORLANDO SAN FRANCISCO TAMPA
CHICAGO MADISON SACRAMENTO SILICON VALLEY TOKYO
DETROIT MILWAUKEE SAN DIEGO TALLAHASSEE WASHINGTON, D.C.
JACKSONVILLE NEW YORK SAN DIEGO/DEL MAR WEST PALM BEACH
[FOLEY LOGO]
Neenah Foundry Company
August 23, 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.
4. The Notes and the Guarantees have been duly executed and delivered
by the Wisconsin Entities who are a party thereto.
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.
[FOLEY LOGO]
Neenah Foundry Company
August 23, 2004
Page 3
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. Notwithstanding the foregoing, this opinion,
as it relates to matters of Wisconsin law, may be relied upon by Kirkland &
Ellis LLP as if it were addressed to them.
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
BRUSSELS LOS ANGELES ORLANDO SAN FRANCISCO TAMPA
CHICAGO MADISON SACRAMENTO SILICON VALLEY TOKYO
DETROIT MILWAUKEE SAN DIEGO TALLAHASSEE WASHINGTON, D.C.
JACKSONVILLE NEW YORK SAN DIEGO/DEL MAR WEST PALM BEACH