Exhibit 5.2
[AUTOCAM LETTERHEAD]
[ ], 2004
Autocam Corporation
4070 East Paris Avenue Southeast
Kentwood, Michigan 49512
Ladies and Gentlemen:
I am the General Counsel of Autocam Corporation, a Michigan
corporation (the "Company"). I am rendering this opinion in connection with the
Company's offer to exchange up to $140,000,000 in aggregate principal amount of
its 10.875% Senior Subordinated Notes due 2014 (the "Exchange Notes") which are
being registered under the Securities Act of 1933, as amended (the "Securities
Act"), for a like principal amount of its 10.875% Senior Subordinated Notes due
2014 (the "Outstanding Notes" and together with the Exchange Notes, the "Notes")
pursuant to the Registration Statement on Form S-4 filed with the Securities and
Exchange Commission on _____________, 2004. The guarantors of the Notes that are
incorporated in Michigan are listed on Schedule A hereto (the "Michigan
Guarantors"). Pursuant to the Indenture (as defined below) the Outstanding Notes
are, and the Exchange Notes will be, unconditionally guaranteed, jointly and
severally, on the terms and subject to the conditions set forth in the
Indenture. All capitalized terms used herein that are defined in, or by
reference in, the Indenture have the meanings assigned to such terms therein or
by reference therein, unless otherwise defined herein. With your permission, all
assumptions and statements of reliance herein have been made without any
independent investigation or verification on our part except to the extent
otherwise expressly stated, and I express no opinion with respect to the subject
matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, I have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company and the Michigan Guarantors, such certificates of public officials
and such other documents and (iii) received such information from officers and
representatives of the Company and the Guarantors and others, as I have deemed
necessary or appropriate for the purposes of this opinion. I have examined,
among other documents, the following:
(a) the Indenture dated June 10, 2004, as supplemented by the
supplemental indenture dated as of June 21, 2004 (the
"Indenture"), among the Company, the Guarantors and J.P.
Morgan Trust Company, National Association, as trustee (the
"Trustee");
(b) the Notes; and
(c) the Notation of Guarantee.
The documents referred to in items (a) through (c) above are
collectively referred to as the "Documents."
In all such examinations, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of original
or certified documents and the conformity to original or certified documents of
all copies submitted to me as conformed or reproduction copies. As to various
questions of fact relevant to the opinions expressed herein, I have relied upon,
and assume the accuracy of, representations and warranties contained in the
Documents and certificates and oral or written statements and other information
of or from representatives of the Company, the Guarantors and others and assume
compliance on the part of all parties to the Documents with their covenants and
agreements contained therein.
To the extent it may be relevant to the opinions expressed herein, I
have assumed (i) that the Exchange Notes have been duly authenticated and
delivered by the Trustee, (ii) that all of the parties to the Documents (other
than the Company) are validly existing and in good standing under the laws of
their respective jurisdictions of organization and have the power and authority
to (a) execute and deliver the Documents, (b) perform their obligations
thereunder and (c) consummate the transactions contemplated thereby, (iii) that
the Documents have been duly authorized, executed and delivered by all of the
parties thereto (other than the Company) and constitute valid and binding
obligations of all the parties thereto (other than the Company) enforceable
against such parties in accordance with their respective terms, and (iv) that
all of the parties to the Documents will comply with all laws applicable
thereto.
Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, I am of the opinion that:
1. The Exchange Notes have been duly authorized, executed and
delivered by the Company.
2. The guarantees by the Michigan Guarantors in the Indenture
with respect to the Exchange Notes have been duly authorized,
executed and delivered by the Michigan Guarantors.
The opinions set forth above are subject to the following
qualifications:
The opinions expressed herein are limited to the laws of the State
of Michigan as currently in effect, together with applicable provisions of the
Constitution of Michigan and relevant decisional law. The opinions expressed
herein are given as of the date hereof, and I undertake no obligation to
supplement this letter if any applicable laws change after the date hereof or if
I become aware of any facts that might change the opinions expressed herein or
for any other reason.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not hereby admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act.
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The opinions expressed herein are solely for your benefit in
connection with the transaction covered in the first paragraph of this letter
and may not be relied upon in any manner or for any purpose by any other person
or entity and may not be quoted in whole or in part without my prior written
consent.
Very truly yours,
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Stuart F. Cheney
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SCHEDULE A
Autocam-Pax, Inc.
Autocam South Carolina, Inc.
Autocam Greenville, Inc.
Autocam Acquisition, Inc.
Autocam Laser Technologies, Inc.
Autocam International Ltd.
Autocam International Sales Corporation
Autocam Europe B.V.
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