Exhibit 5.1
[FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP LETTERHEAD]
212-859-8000
(FAX: 212-859-4000)
[ ], 2004
Autocam Corporation
4070 East Paris Avenue Southeast
Kentwood, Michigan 49512
Ladies and Gentlemen:
We have acted as special counsel to Autocam Corporation, a Michigan
corporation (the "Company") and each of the guarantors listed on Schedule A
hereto (the "Guarantors") in connection with the registration of $140,000,000 in
aggregate principal amount of the Company's 10.875% Senior Subordinated Notes
due 2014 (the "Notes") which are being registered under the Securities Act of
1933, as amended (the "Securities Act"), and which may be offered and sold from
time to time by certain affiliates of the Company in market-making transactions,
pursuant to the Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on _____________, 2004 (the "Registration Statement").
Pursuant to the Indenture (as defined below) the Notes are 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 we express no opinion with respect to the
subject matter or accuracy of such assumptions or items relied upon.
In connection with this opinion, we 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
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 we have deemed necessary or appropriate for
the purposes of this opinion. We 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, we 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 us as conformed or reproduction copies. As to various
questions of fact relevant to the opinions expressed herein, we 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, we have
assumed (i) that the 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 Titan Holdings, Inc., a Delaware corporation and a guarantor
("Titan")) and constitute valid and binding obligations of all the parties
thereto (other than Titan) 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, we are of the opinion that:
1. The Notes constitute valid and binding obligations of the Company
enforceable against the Company in accordance with their terms and
are entitled to the benefits of the Indenture.
2. The guarantee by Titan in the Indenture with respect to the Notes
has been duly authorized, and the guarantees by the Guarantors
constitute valid and binding obligations of the Guarantors,
enforceable against the Guarantors in accordance with their terms
and entitled to the benefits of the Indenture.
The opinions set forth above are subject to the following qualifications:
(A) We express no opinion as to the validity, binding effect or
enforceability of any provision of the Documents relating to indemnification,
contribution or exculpation.
(B) We express no opinion as to the validity, binding effect or
enforceability of any
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provision of the Documents:
(i) containing any purported waiver, release, variation, disclaimer,
consent or other agreement of similar effect (all of the foregoing,
collectively, a "Waiver") by the Company or the Guarantors under any of such
Documents to the extent limited by provisions of applicable law (including
judicial decisions), or to the extent that such a Waiver applies to a right,
claim, duty, defense or ground for discharge otherwise existing or occurring as
a matter of law (including judicial decisions), except to the extent that such a
Waiver is effective under, and is not prohibited by or void or invalid under
provisions of applicable law (including judicial decisions);
(ii) related to (I) forum selection or submission to jurisdiction
(including, without limitation, any waiver of any objection to venue in any
court or of any objection that a court is an inconvenient forum) to the extent
the validity, binding effect or enforceability of any provision is to be
determined by any court other than a court of the State of New York, or (II)
choice of governing law to the extent that the validity, binding effect or
enforceability of any such provision is to be determined by any court other than
a court of the State of New York or a federal district court sitting in the
State of New York, in each case, applying the law and choice of law principles
of the State of New York;
(iii) specifying that provisions thereof may be waived only in
writing, to the extent that an oral agreement or an implied agreement by trade
practice or course of conduct has been created that modifies any provision of
such agreement; and
(iv) purporting to give any person or entity the power to accelerate
obligations without any notice to the obligor.
(C) Our opinions are subject to the following:
(i) bankruptcy, insolvency, reorganization, moratorium and other
laws now or hereafter in effect affecting creditors' rights generally;
(ii) general equitable principles (including, without limitation,
standards of materiality, good faith, fair dealing and reasonableness, equitable
defenses and limits on the availability of equitable remedies) whether such
principles are considered in a proceeding in equity or at law; and
(iii) the application of any applicable fraudulent conveyance,
fraudulent transfer, fraudulent obligation, or preferential transfer law or any
law governing the distribution of assets of any person now or hereafter in
effect affecting creditors' rights and remedies generally.
(D) Provisions in the Indenture that provide that the Guarantors'
liability thereunder shall not be affected by (i) amendments to, or waivers of,
provisions of documents governing the guaranteed obligations, (ii) other
actions, events or circumstances that make more burdensome or otherwise change
the obligations and liabilities of the Guarantors, or (iii) actions or failures
to act on the part of the holders or Trustee, might not be enforceable if such
amendments, waivers, actions, events or circumstances change the essential
nature of the terms and conditions of the obligation and guarantee of the
Guarantors under the Indenture.
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(E) We have assumed that consideration that is fair and sufficient to
support the guarantees of each Guarantor under the Indenture, and has been, and
would be deemed by a court of competent jurisdiction to have been, duly received
by each Guarantor.
The opinions expressed herein are limited to the laws of the United States
of America and the laws of the State of New York and, to the extent relevant,
the General Corporation Law of the State of Delaware, each as currently in
effect, together with applicable provisions of the Constitution of Delaware and
relevant decisional law. The opinions expressed herein are given as of the date
hereof, and we undertake no obligation to supplement this letter if any
applicable laws change after the date hereof or if we become aware of any facts
that might change the opinions expressed herein or for any other reason.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus that is included in the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
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 our prior written consent.
Very truly yours,
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
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SCHEDULE A
Titan Holdings, Inc.
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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