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
registration of $140,000,000 in aggregate principal amount of its 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"). 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 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 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 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 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 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