EXHIBIT 5.7
[LETTERHEAD OF BAKER & MCKENZIE LLP]
VIA COURIER
[ ], 2004
Milacron Inc.
2090 Florence Avenue
Cincinnati, Ohio 45206
Dear Sirs:
RE: $225,000,000 (USD) PRINCIPAL AMOUNT OF 11-1/2% SENIOR SECURED NOTES
DUE 2011
We have acted as counsel to Milacron Canada Inc. ("MILACRON CANADA"), 450500
Ontario Limited ("450500"), Progress Precision Inc. ("PROGRESS"), 2913607 Canada
Limited ("2913607"), 528650 Ontario Limited ("528650") and D-M-E of Canada
Limited ("D-M-E", together with Milacron Canada, 450500, Progress, 2913607 and
528650, collectively the "CANADIAN GUARANTORS" and each a "CANADIAN GUARANTOR")
in connection with the guarantee to be endorsed on the Exchange Notes (as
defined below) (the "EXCHANGE GUARANTEE") by the Canadian Guarantors given in
relation to the proposed issuance and exchange (the "EXCHANGE OFFER") of up to
$225,000,000 (USD) principal amount of Milacron Inc.'s ("MILACRON") 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.
EXAMINATIONS
In rendering this opinion we have examined the following documents forwarded to
us by electronic means:
1. an executed copy of the Supplemental Indenture; and
2. the form of the Exchange Guarantee to be executed upon the issuance of the
Exchange Notes.
For the purpose of our opinions, we have also examined and are relying upon
originals or copies certified or otherwise identified to our satisfaction of the
following:
1. the articles, by-laws and resolutions of the directors and shareholders of
the Canadian Guarantors all as contained in the minute books of the
Canadian Guarantors in our possession;
2. the certificates of an officer of each of the Canadian Guarantors
(collectively the "OFFICER'S CERTIFICATES");
3. the certificates of status in respect of each of D-M-E, Milacron Canada,
450500, Progress, and 528650 dated [ ], 2004 issued under the
authority of the Ministry of Consumer and Business Services and the
certificate of compliance in respect of 2913607 dated [ ], 2004
and issued by Industry Canada (collectively, the "STATUS CERTIFICATES");
and
4. such other certificates, documents and records as we have deemed
reasonably necessary to give the opinions contained herein.
We have also made such other examinations, investigations and searches
(including, without limitation, reviewing such statutes and questions of law) as
are necessary for the purposes of the opinion expressed herein.
ASSUMPTIONS AND RELIANCE
For the purpose of our opinion, we have assumed and relied upon the following
(collectively, the "ASSUMPTIONS"):
(a) assumed, without independent verification by us, with respect to all
documents examined by us, the genuineness of all signatures on and the
authenticity and completeness of each document submitted to us as an
original and the conformity to the authentic original document of each
document we have examined as a certified, conformed, facsimile or
photostatic copy, and the genuineness of all signatures on, and the
authenticity of, the originals of such copies;
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(b) assumed, without independent verification by us, the completeness, truth
and accuracy of all facts set forth in official public records and
certificates and other documents supplied by public officials, including,
without limitation, the Status Certificates;
(c) assumed, without independent verification by us, the completeness, truth
and accuracy of all facts set forth in the Officer's Certificates; and
(d) assumed, without independent verification by us, that the Canadian
Guarantors have not withdrawn or rescinded any previous approval or
resolution relating to the execution and delivery of the Supplemental
Indenture and the Exchange Guarantee.
JURISDICTION
The opinions expressed herein relate only to the laws of the Province of Ontario
and the federal laws of Canada applicable therein in effect on the date hereof,
and no opinions are expressed as to the laws of any other jurisdiction.
OPINIONS
Based upon, and subject to, the Assumptions and to the additional qualifications
set forth below, we are of the opinion that, as of the date hereof:
1. All necessary corporate action of the Canadian Guarantors has been taken
to authorize the execution and delivery by the Canadian Guarantors of the
Supplemental Indenture and the Exchange Guarantee.
2. Each of the Canadian Guarantors has duly executed and delivered the
Supplemental Indenture.
CONSENT
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement on Form S-4 (the "REGISTRATION STATEMENT") under the Act, relating to
the Exchange Offer, which Registration Statement is being filed by Milacron Inc.
with the U.S. Securities and Exchange Commission (the "COMMISSION"). 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.
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RELIANCE
This opinion is given as of the date hereof and we do not undertake, and hereby
expressly disclaim, any obligation to advise you of any change in any matters
set forth herein.
Yours very truly,
BAKER & MCKENZIE LLP
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