Exhibit 5.6
[DECHERT LLP LETTERHEAD]
August 24, 2004
Neenah Foundry Company
2121 Brooks Avenue
P.O. Box 729
Neenah, Wisconsin 54957
Re: A&M Specialties, Inc.: Guaranty of 11% Senior Secured Notes Due 2010
Ladies and Gentlemen :
We have acted as special counsel to A&M Specialties, Inc. (the "Pennsylvania
Guarantor"), in connection with the proposed registration by the Pennsylvania
Guarantor of its guarantee of those certain 11% Senior Secured Notes due 2010
issued by Neenah Foundry Company, a Wisconsin corporation 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 guarantee by the
Pennsylvania Guarantor of the Notes (such certificate, the
"Pennsylvania Guarantee");
(iv) Amended and Restated Articles of Incorporation for the Pennsylvania
Guarantor;
(v) Executed Secretary's Certificate for the Pennsylvania Guarantor,
dated October 8, 2003;
(vi) the Bylaws (the "Bylaws") of the Pennsylvania Guarantor,
(vii) a Certificate of Good Standing issued by the Secretary of the
Commonwealth of the Commonwealth of Pennsylvania dated September 30,
2003 with respect to the Pennsylvania Guarantor.
BOSTON BRUSSELS CHARLOTTE FRANKFURT HARRISBURG HARTFORD LONDON
LUXEMBOURG MUNICH NEW YORK NEWPORT BEACH PALO ALTO PARIS
PHILADELPHIA PRINCETON SAN FRANCISCO WASHINGTON
Law Offices of Dechert LLP
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4000 Bell Atlantic Tower * 1717 Arch Street * Philadelphia, PA 19103-2793
Tel: 215.994.4000 * Fax: 215.994.2222 * www.dechert.com
Neenah Foundry Company
August 24, 2004
Page 2
The documents identified in items (iv) through (vii) 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 Pennsylvania Guarantor, and the due execution (except with
respect to the Pennsylvania Guarantor) and delivery, pursuant to due
authorization (except with respect to our opinion set forth in paragraph 2 below
relating to the Pennsylvania Guarantor) of all documents by the parties thereto;
(d) that all parties other than the Pennsylvania 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, 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; and (g) that the Organizational
Documents are in full force and effect and have not been rescinded, supplemented
or modified in any respect.
Except as expressly set forth herein, we have not undertaken any independent
investigation to determine the existence or absence of such facts and no
interference as to our knowledge concerning such facts should be drawn from the
fact that such representation has been undertaken by us.
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 Pennsylvania Guarantor had the corporate power to enter into the
Pennsylvania Guarantee to which it is a party.
The Pennsylvania Guarantee has been duly authorized and executed by
the Pennsylvania Guarantor.
The opinion expressed herein is rendered to the Company in connection with
the filing of the Registration Statement and for no other purpose. The opinion
expressed herein may not be used or relied on by any other person, nor may this
letter or any copies thereof be furnished to a third party, filed with a
government agency, quoted, cited or otherwise referred to without our prior
written consent, except as noted below.
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
Dechert LLP
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Neenah Foundry Company
August 24, 2004
Page 3
category of persons whose consent is required under Section 7 of the Securities
Act of the rules and regulations of the Commission.
Our opinions here are limited solely to the internal law of the Commonwealth of
Pennsylvania and we express no opinion concerning the laws of any other
jurisdiction.
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.
The law firm of Kirkland & Ellis LLP may rely on this opinion.
Yours very truly,
/s/
Dechert LLP
Dechert LLP
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