EXHIBIT 5.2
[LETTERHEAD OF KIRKLAND & ELLIS LLP]
August 24, 2004
Neenah Foundry Company
2121 Brooks Avenue
P.O. Box 729
Neenah, Wisconsin 54957
Re: Registration Statement on Form S-1 (No. 333-117214)
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 up to $100,000,000 in aggregate principal amount
of the Issuer's 13% Senior Subordinated Notes due 2013 (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 ((as
defined below) 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.
Dalton Corporation, Kendallville Manufacturing Facility, an Indiana
corporation, Dalton Corporation, Warsaw Manufacturing Facility, an Indiana
corporation, Dalton Corporation, an Indiana corporation, Dalton Corporation,
Stryker Machining Facility Co., an Ohio corporation, Dalton Corporation, Ashland
Manufacturing Facility, an Ohio corporation, Peerless Corporation, an Ohio
corporation, Deeter Foundry, Inc., a Nebraska corporation, A&M Specialties,
Inc., a Pennsylvania corporation, Neenah Transport, Inc., a Wisconsin
corporation, Gregg Industries, Inc., a California corporation, Cast Alloys,
Inc., a California corporation, Mercer Forge Corporation, a Delaware
corporation, Advanced Cast Products, Inc., a Delaware corporation, and Belcher
corporation, a Delaware corporation, are collectively referred to herein as the
"Guarantors."
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; and (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 the Notes constitute legally valid and binding obligations of the Issuer,
and the respective Guarantee of each Guarantor constitutes the legal and valid
binding obligation of such Guarantor.
We note that we are not licensed to practice law in the states of
Wisconsin, Ohio, Indiana, Nebraska and Pennsylvania. With respect to matters of
Wisconsin law we have relied on the legal opinion of Foley & Lardner filed as
Exhibit 5.1 to the Registration Statement. With respect to matters of Ohio law
we have relied on the legal opinion of Taft, Stettinus & Hollister LLP filed as
Exhibit 5.3 to the Registration Statement. With respect to matters of Indiana
law we have relied on the legal opinion of Hackman Hulett & Cracaft filed as
Exhibit 5.4 to the Registration Statement. With respect to matters of Nebraska
law we have relied on the legal opinion of Baird, Holm, McCeachen, Pedersen,
Hamann & Strasheim LLP filed as Exhibit 5.5 to the Registration Statement. With
respect to matters of Pennsylvania law we have relied on the legal opinion of
Dechert LLP filed as exhibit 5.6 to the Registration Statement.
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
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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, the State of
California, and the Delaware General Corporation Law (the "Applicable Laws").
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.
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
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