EXHIBIT 5.4
[LETTERHEAD OF FROST BROWN TODD LLC]
October 4, 2004
Milacron Inc.
2090 Florence Avenue
Cincinnati, Ohio 45206
Re: Milacron Inc. $225,000,000 Principal Amount of 11-1/2% Senior
Secured Notes Due 2011
Ladies and Gentlemen:
We have acted as special Ohio counsel to Milacron Marketing Company, an
Ohio corporation (the "Ohio 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, including the Ohio Guarantor, 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.
All capitalized terms used but not defined herein have the respective
meanings given to such terms in the Indenture.
In rendering the opinions expressed below, we have examined:
1. the Indenture;
2. the Supplemental Indenture;
3. the Preliminary Offering Circular, dated as of April 28, 2004, and the
Offering Circular, dated as of May 12, 2004, relating to the sale of the
Original Notes;
Milacron Inc.
October 4, 2004
Page 2
4. the Registration Statement on Form S-4 filed by Milacron registering
the Exchange Notes under the Act (the "Registration Statement");
5. the form of the guarantee to be endorsed on the Exchange Notes
evidencing the Ohio Guarantor's obligation to guarantee the Notes.
We also have examined the following additional documents (collectively,
the "Company Documents"):
1. a certificate of a certain officer of the Ohio Guarantor as to certain
factual matters dated as of even date herewith (the "Officer's Certificate");
2. a Certificate of Good Standing issued by the Secretary of State of the
State of Ohio dated September 28, 2004 for the Ohio Guarantor;
3. the Articles of Incorporation of the Ohio Guarantor, certified by the
Secretary of State of the State of Ohio;
4. the corporate minute books of the Ohio Guarantor, represented to us in
the Officer's Certificate as containing a complete record of all of the
corporate actions of the shareholders and directors of the Ohio Guarantor from
1990 to the present (the "Minute Books"); and
5. a Unanimous Written Consent of Directors of the Ohio Guarantor, dated
May 10, 2004, executed by all of the directors of the Ohio Guarantor.
In rendering the opinions set forth herein, we have assumed, that (i) the
Ohio Guarantor will receive reasonably equivalent value in exchange for
incurring the guarantee obligations under the Indenture and the Supplemental
Indenture, and (ii) the Indenture, the Supplemental Indenture and the guarantee
obligations of the Ohio Guarantor thereunder will be delivered for adequate
consideration, consistent and sufficient for the purposes intended by the
Indenture and the Supplemental Indenture. Further, we have assumed the
authenticity of all documents submitted to us as originals, the legal capacity
of all persons or parties (other than the Ohio Guarantor) signing such
documents, the genuineness of the signatures on such documents, and the
conformity to original documents of all photostatic copies of such documents
submitted to us. Finally, we have assumed that the records of the proceedings of
the stockholders and the Board of Directors of the Ohio Guarantor contained in
the Minute Books furnished to us by the Ohio Guarantor are complete and
accurate, and include all such records and reflect actions duly and validly
taken by the stockholders and the Board of Directors of the Ohio Guarantor.
The opinions expressed below are limited to the laws of the State of Ohio
and the federal laws of the United States of America.
Milacron Inc.
October 4, 2004
Page 3
Based upon the foregoing, we are of the opinion that:
1. The Ohio Guarantor has duly authorized, executed and delivered the
Supplemental Indenture.
2. The Ohio 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 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.
This opinion is being furnished to you for your use and the use of
purchasers of the Exchange Notes in connection with the transaction described
above and may not be relied upon without our prior written consent for any other
purpose. This opinion speaks as of its date only and is based upon facts and law
in existence on the date hereof, and we disclaim any undertaking to advise you
of changes occurring therein after the date hereof.
Very truly yours,
/s/ Frost Brown Todd LLC