EXHIBIT 5.3
[LETTERHEAD OF MALKERSON GILLILAND MARTIN LLP]
[ ], 2004
Milacron Inc.
2090 Florence Avenue
Cincinnati, OH 45206
Re: Milacron Inc. $225,000,000 Principal Amount of 11-1/2% Senior
Secured Notes Due 2011
We have acted as special Minnesota counsel to Northern Supply Company,
Inc., a Minnesota corporation (the "Minnesota Guarantor") and a subsidiary of
Milacron Inc., a Delaware corporation ("Milacron"), in connection with the
proposed issuance and exchange (the "Exchange Offer") of up to $225,000,000
principal amount of Milacron's 11-1/2% Senior Secured Notes due 2011 (the
"Original Notes") for a like principal amount of Milacron'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 of 1933, as
amended (the "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 Milacron, 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 Milacron, Milacron's subsidiaries listed on Schedule A
thereto (the "Guarantors") and the Trustee, pursuant to which Milacron 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 connection with this opinion, we have examined, caused the examination
of, or are otherwise familiar with, originals or copies certified or otherwise
identified to our satisfaction, of the documents specified in Part A of Annex I
hereto (the "SPECIFIED DOCUMENTS") as well as the corporate documents for the
Minnesota Guarantor described in Part B of Annex I hereto (the "COMPANY
CORPORATE DOCUMENTS"). We have also relied, with respect to certain factual
matters, on the representations of the Minnesota Guarantor contained in the
Specified Documents and the Company Corporate Documents and have assumed
compliance by the Minnesota Guarantor with the terms of the Specified Documents.
Milacron Inc.
[ ], 2004
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In connection with this opinion, we have examined and are familiar with
the foregoing Specified Documents and Company Corporate Documents. We have not
been provided with, and have not examined any other documents beyond the
Specified Documents and Minnesota Guarantor Corporate Documents and are not
familiar with the transactions of Milacron, other Guarantors and/or the
Minnesota Guarantor other than as described in the Specified Documents, and are
not familiar with and have not investigated any restrictions or limitations on
the power and authority of the Minnesota Guarantor to conduct its business and
enter into and perform the transactions as described in the Specified Documents
which may exist by virtue of agreements the Minnesota Guarantor has made or is
bound by which have not been provided to us or by virtue of regulation of the
business or transaction by governmental or quasi-governmental authorities.
Except to the extent otherwise expressly set forth herein, for purposes of this
opinion, we have made no factual or independent investigation of, or reviewed,
any contract or agreement which may have been executed by or which may now be
binding upon any of the Trustee, purchasers of the Notes or the Minnesota
Guarantor, nor have we undertaken to review any files of any of the Trustee,
purchasers of the Notes, Milacron, any of the other parties providing guarantees
of the Exchange Notes or the Minnesota Guarantor, or to discuss the respective
transactions or business with any other lawyers in our firm or with the officers
or principals of any of the foregoing.
Members of our firm are admitted to the Bar of the State of Minnesota and
this opinion is limited to the laws of the State of Minnesota.
ASSUMPTIONS
For purposes of rendering the opinions expressed herein, we have assumed:
(a) that all Specified Documents have been duly authorized (other than by the
Minnesota Guarantor); and that the originally executed documents will conform to
the copies of the Specified Documents submitted to us.
(b) that the debts, agreements, instruments and obligations of the Minnesota
Guarantor have been accurately and adequately described in the Company Corporate
Documents.
(c) that the execution and delivery of the Specified Documents by all parties
thereto will be free of, and we are not aware of the existence of, any
intentional or unintentional mistake, fraud, undue influence, duress or criminal
activity.
(d) that there are no orders, writs, injunctions or decrees issued by any court
or governmental authority of the State of Minnesota applicable to or binding on
the Minnesota Guarantor.
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[ ], 2004
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(e) All documents submitted to us as originals are authentic and all documents
submitted to us as copies are authentic and conform to the original documents.
(f) All signed documents provided to us by facsimile or as originals contain the
genuine signatures of the individual(s) purporting to have executed the same.
OPINIONS
Subject to the foregoing assumptions and to the limitations expressed
herein, including, without limitation, those expressed in the section of this
opinion entitled "Scope of Opinion," we are of the opinion that:
1. The Minnesota Guarantor has duly authorized, executed and delivered the
Supplemental Indenture.
2. The Minnesota Guarantor has duly authorized the execution and delivery
of the guarantee to be endorsed on the Exchange Notes.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission (the "Commission") as an exhibit to the Registration
Statement on Form S-4 (the "Registration Statement") under the Act, relating to
the Exchange Offer. 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 Act or the rules and regulations of
the Commission.
SCOPE OF OPINION
The opinions set forth in this letter are further subject to and qualified
in all respects by the following:
(a) We express no opinion regarding any matter that may be governed by any
statute, law, regulation or ordinance other than the laws of the State of
Minnesota.
(b) We express no opinion regarding any tax effect or tax implication of the
transaction.
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(c) In rendering this opinion, we have not examined any public records in
Minnesota or in any other county or state (other than those provided to us as
described on Annex I attached hereto).
(d) We express no opinion herein regarding the enforceability of the Specified
Documents.
(e) We express no opinion herein regarding any other parties executing and
delivering any of the Specified Documents other than the Minnesota Guarantor.
(f) This opinion letter is governed by, and shall be interpreted in accordance
with, the Legal Opinion Accord of the ABA Section of Business Law (1991).
This letter contains our opinions only and shall not be deemed a guaranty
of the matters set forth herein. The opinions expressed in this letter are
limited to the matters expressly set forth above, and no opinion is to be
inferred or may be implied beyond the opinions expressly so stated.
We do not hold ourselves out as counsel admitted to practice in any
jurisdiction other than that of the State of Minnesota, and the opinions
expressed herein are limited to the laws of such state. The engagement of this
law firm has been limited to certain specific legal questions under the laws of
the State of Minnesota, and, accordingly, we exclude from the scope of this
opinion the effect of any matters not reflected in or disclosed in the Specified
Documents.
This opinion is effective solely on and as of the date of this letter, and
the undersigned shall have no obligation to update this opinion at any time.
Very truly yours,
MALKERSON GILLILAND MARTIN LLP
Milacron Inc.
[ ], 2004
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ANNEX I
PART A - SPECIFIED DOCUMENTS
1. Indenture dated as of May 26, 2004 by and between Milacron Escrow
Corporation, to be merged with and into Milacron Inc., and U.S. Bank
National Association, as trustee.
2. Supplemental Indenture executed by, among others, the Minnesota Guarantor.
3. Guarantee of the Exchange Notes (to be evidenced by the Minnesota
Guarantor's Notation of Guarantee in the form attached as an exhibit to
the Indenture) by the Minnesota Guarantor.
PART B - COMPANY CORPORATE DOCUMENTS
1. Articles of Incorporation for Northern Supply Company, Inc. certified by
Minnesota Secretary of State as having been filed February 5, 1991.
2. Bylaws of Northern Supply Company, Inc. dated July 9, 1991.
3. Unanimous Written Consent of the Board of Directors of Northern Supply
Company, Inc. Adopted May 10, 2004.
4. Officer's Certificate for Northern Supply Company, Inc. dated [ ],
2004 executed by R.P. Lienesch, as treasurer and by R.D. Brown, as
president.
5. Written confirmation from Northern Supply Company, Inc. that the
Supplemental Indenture executed by Northern Supply Company, Inc. has been
delivered to the Trustee without condition or qualification.