EXHIBIT 5.1
[Letterhead of]
CRAVATH, SWAINE & MOORE LLP
[New York Office]
[_______], 2004
Milacron Inc.
$225,000,000 principal amount of
11 1/2% Senior Secured Notes due 2011
Registration Statement on Form S-4
(Registration No. 333-116899)
Ladies and Gentlemen:
We have acted as counsel for Milacron Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-4, as
amended (Registration No. 333-116899) (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), relating to the proposed
issuance and exchange of up to $225,000,000 principal amount of the Company's
outstanding 11 1/2% Senior Secured Notes due 2011 (the "Original Notes") for a
like principal amount of the Company's 11 1/2% Senior Secured Notes due 2011
(the "Exchange Notes" and, together with the Original Notes, the "Notes") to be
registered under the Securities Act. The Exchange Notes are to be issued
pursuant to the Indenture dated as of May 26, 2004 (the "Indenture"), between
Milacron Escrow Corporation, a Delaware corporation that was merged with and
into the Company, and U.S. Bank National Association, as trustee (the
"Trustee"), as supplemented by the Supplemental Indenture dated as of June 10,
2004 (the "Supplemental Indenture"), among the Company, the Company's
subsidiaries listed on Schedule A thereto (the "Guarantors") and the Trustee,
pursuant to which the Company assumed all of the obligations of Milacron Escrow
Corporation under the Indenture and the Guarantors agreed to guarantee the Notes
on the terms and subject to the conditions set forth in the Indenture.
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 purposes of
this opinion, including, without limitation, the Indenture, the Supplemental
Indenture, the form of Exchange Notes and the form of guarantee to be endorsed
on the Exchange Notes by the
2
Guarantors, the resolutions adopted by the Board of Directors of the Company on
May 10, 2004, and the resolutions adopted by the Boards of Directors of each of
the Delaware Guarantors (as such term is defined below) on May 10, 2004, in
respect of the due authorization of the Supplemental Indenture and the guarantee
to be endorsed on the Exchange Notes by the Delaware Guarantors.
Based on the foregoing, we are of opinion as follows:
1. The Supplemental Indenture has been duly authorized, executed and
delivered by the Company and each of the Guarantors listed on Schedule A hereto
(the "Delaware Guarantors"). Assuming due authorization, execution and delivery
thereof by the parties thereto (other than the Company and the Delaware
Guarantors), the Supplemental Indenture constitutes a legal, valid and binding
obligation of the Company and each Guarantor, enforceable against the Company
and each Guarantor in accordance with its terms (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and
other similar laws affecting creditors' rights generally from time to time in
effect and to general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing, regardless
of whether considered in a proceeding in equity or at law).
2. The Exchange Notes, when executed, issued and authenticated in
accordance with the provisions of the Indenture and delivered in exchange for
the Original Notes, will constitute legal, valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms and
entitled to the benefits of the Indenture (subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and other similar
laws affecting creditors' rights generally from time to time in effect and to
general principles of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
considered in a proceeding in equity or at law). In expressing the opinion set
forth in this paragraph 2, we have assumed, with your consent, that the form of
the Exchange Notes will conform to that included in the Indenture and that the
Exchange Notes have been duly authorized by the Company.
3. The guarantee to be endorsed on the Exchange Notes by each Delaware
Guarantor has been duly authorized by such Delaware Guarantor. When the Exchange
Notes have been executed, issued and authenticated in accordance with the
provisions of the Indenture and delivered in exchange for the Original Notes,
the guarantee to be endorsed on the Exchange Notes will constitute a legal,
valid and binding obligation of the Guarantors thereof, enforceable against each
such Guarantor in accordance with its terms (subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and other similar
laws affecting creditors' rights generally from time to time in effect and to
general principles of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
considered in a proceeding in equity or at law). In expressing the opinion set
forth in this paragraph 3, we have assumed, with your consent, that the form of
the guarantee to be endorsed on each Exchange Note will conform to that included
in the Indenture, that the Exchange Notes have been duly authorized by the
Company and
3
that the guarantee to be endorsed on the Exchange Notes has been duly authorized
by the Guarantors (other than the Delaware Guarantors).
We are admitted to practice in the State of New York, and we express no
opinion as to any matters governed by any laws other than the laws of the State
of New York, the General Corporation Law of the State of Delaware and the
Federal laws of the United States of America.
In rendering this opinion, we have assumed, without independent
investigation, the correctness of, and take no responsibility for, the opinions
of even date herewith, as to all matters of law covered therein with respect to
Canadian law by Baker & McKenzie LLP, Toronto, Ontario, Canada; with respect to
Michigan law by Dykema Gossett PLLC, Detroit, Michigan; with respect to
Minnesota law by Malkerson Gilliland Martin LLP, Minneapolis, Minnesota; with
respect to Ohio law by Frost Brown Todd LLC, Cincinnati, Ohio; with respect to
Illinois law by Foley & Lardner LLP, Chicago, Illinois; and with respect to
Dutch law by Stibbe P.C., New York, New York.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission.
Very truly yours,
Milacron Inc.
2090 Florence Avenue
Cincinnati, OH 45206
4
SCHEDULE A
Delaware Guarantors
Milacron International Marketing Company
Pliers International, Inc.
Milacron Resin Abrasives Inc.
D-M-E Company
D-M-E Manufacturing Inc.
Uniloy Milacron Inc.
Cimcool Industrial Products Inc.
Milacron Plastics Technologies Group Inc.