Exhibit 5.5
(BAIRD HOLM LOGO)
ATTORNEYS AT LAW JON E. BLUMENTHAL
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A LIMITED LIABILITY PARTNERSHIP 1500 Woodmen Tower
EST. 1873 Omaha, Nebraska 68102.2068
402.344.0500
Deryl F. Hamann www.bairdholm.com
Jerrold L. Strasheim Direct Dial: 402.636.8331
Gerald P. Laughlin Direct Fax: 402.344.0588
John S. Zeilinger E-Mail: jblumenthal@bairdholm.com
Gary W. Radil Also admitted in Iowa
Kent O. Littlejohn
Michael G. Lessmann
Alex M. Clarke
Charles J. Addy
Paul Scott Dye
Richard J. Pedersen
Thomas E. Johnson August 20, 2004
Michael L. Sullivan
David M. Pedersen
William G. Dittrick Neenah Foundry Company
Kirk S. Blecha 2121 Brooks Avenue
Ronald C. Jensen P.O. Box 729
John R. Holdenried Neenah, Wisconsin 54957
John P. Heil
Steven C. Turner Re: Registration Statement on Form S-1
Sharon R. Kresha
James E. O'Connor Ladies and Gentlemen:
Jonathan R. Breuning
Gary N. Clatterbuck We are issuing this opinion letter in our
Richard E. Putnam capacity as special legal counsel to Deeter Foundry,
Dennis J. Fogland Inc. (the "Nebraska Guarantor"), in connection with
T. Randall Wright the proposed registration by the Nebraska Guarantor
Mary L. Swick of its respective guarantees (the "Nebraska
Thomas O. Ashby Guarantee") of those certain 11% Senior Secured Notes
R.J. Stevenson due 2010 issued by Neenah Foundry Co. in the
Jill R. Ackerman aggregate principal amount of $133,130,000 (the
Barbara E. Person "Notes") pursuant to a Registration Statement on Form
Lawrence E. Kritenbrink S-1 filed with the Securities and Exchange Commission
Terrence P. Maher (the "Commission") under the Securities Act of 1933,
Steven D. Davidson as amended (the "Securities Act"). Such Registration
Frank J. Reida Statement, as amended or supplemented, is hereinafter
Kelly R. Dahl referred to as the "Registration Statement."
David J. Kramer
Christopher R. Hedican In that connection, we have examined originals,
Scott S. Moore or copies certified or otherwise identified to our
Douglas D. Murray satisfaction, of the following documents, corporate
Julie A. Knutson records and other instruments as we have deemed
T. Parker Schenken necessary for the purposes of this opinion: (i) the
Scott P. Moore Articles of Incorporation and Bylaws of the Nebraska
Jon E. Blumenthal Guarantor, (ii) minutes and records of the corporate
John W.H. McMullen proceedings of the Nebraska Guarantor with respect to
Elizabeth Eynon-Kokrda the issuance of the Nebraska Guarantee, (iii) the
Vickie J. Brady indenture governing the Notes; (iv) the Registration
Heidi A. Guttau-Fox Statement; and (v) the Notes and Nebraska Guarantee.
Michael G. Rogers
Grayson J. Derrick For purposes of this opinion, we have assumed
Drew K. Theophilus (i) the authenticity of all documents submitted to us
Jacqueline A. Pueppke as originals; (ii) the conformity to the originals of
Gretchen L. Twohig all documents submitted to us as copies and the
Stephen Q. Preston authenticity of the originals of all documents
Lindsay K. Lundholm submitted to us as copies; (iii) the genuineness of
Charles A. Smith the signatures of persons signing all documents in
Kenneth W. Hartman connection with which this opinion is rendered, the
Ryan E. Scott authority of such persons signing on behalf of the
Mark P.A. Hudson parties thereto
Of Counsel
D. Nick Caporale
BAIRD, HOLM, MCEACHEN, PEDERSEN, HAMANN & STRASHEIM LLP
Member of Lex Mundi, The World's Leading Association of Independent Law Firms
August 20, 2004
Page Two
other than the Nebraska Guarantor, and the due authorization, execution and
delivery of all documents by the parties thereto other than the Nebraska
Guarantor; and (iv) that all parties other than the Nebraska Guarantor 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 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.
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 Nebraska Guarantee has been duly authorized, executed and delivered by
the Nebraska 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
exclusively on the internal law of the State of Nebraska.
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.
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,
/s/ Jon E. Blumenthal
BAIRD, HOLM, MCEACHEN, PEDERSEN,
HAMANN & STRASHEIM LLP
BAIRD, HOLM, MCEACHEN, PEDERSEN, HAMANN & STRASHEIM LLP
Member of Lex Mundi, The World's Leading Association of Independent Law Firms