EXHIBIT 5.5
[LETTERHEAD OF FOLEY & LARDNER LLP]
October 4, 2004
CLIENT/MATTER NUMBER
039895-0101
Nickerson Machinery Chicago Inc.
10 Keith Way
Hingham, Massachusetts 02043
Milacron Inc.
2090 Florence Avenue
Cincinnati, Ohio 45206
Re: Milacron Inc. $225,000,000 11-1/2% Senior Secured Notes Due 2011
Ladies and Gentlemen:
We have acted as special Illinois counsel to Nickerson
Machinery Chicago Inc., an Illinois corporation (the "Guarantor") and 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 to be issued pursuant to the Indenture
dated May 26, 2004 (such agreement, as amended, restated, supplemented or
otherwise modified from time to time, including any replacement agreement
therefor, being hereinafter referred to as the "Indenture") by and between
Milacron Escrow Corporation, a Delaware corporation (the "Issuer") 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 the obligations of the Issuer under the Indenture and
the Guarantors agreed to guarantee the Notes on the terms and subject to the
conditions set forth in the Indenture.
In connection with this opinion, we have examined the
following:
1. The Indenture;
Nickerson Machinery Chicago Inc.
Milacron Inc.
October 4, 2004
Page 2
2. The Supplemental Indenture; and
3. Form of guarantee to be endorsed on the Exchange Notes.
The documents numbered 1-3 above are referred to herein as the
"Guarantor Documents."
In rendering this opinion we have assumed, without independent
investigation, verification or inquiry, that:
(a) Each party to any of the Guarantor Documents is a
corporation or association (i) duly organized and (ii)
validly existing and in good standing under the laws of
its jurisdiction of incorporation or organization;
(b) There is no oral or written agreement, understanding,
course of dealing or usage of trade that affects the
rights and obligations of the parties set forth in the
Guarantor Documents, or that would have an effect on the
opinions expressed herein; there are no judgments,
decrees or orders that impair or limit the ability of
the Guarantor to enter into, execute and deliver, and
perform, observe and be bound by the Guarantor Documents
and the transactions contemplated therein; all material
terms and conditions of the relevant transactions among
Milacron and the Guarantors are correctly and completely
reflected in the Guarantor Documents; the Guarantor is
in compliance with the terms of the Guarantor Documents;
and there has been no waiver of any of the provisions of
the Guarantor Documents by conduct of the parties or
otherwise; and
(c) All natural persons who are signatories to the
Supplemental Indenture were legally competent at the
time of execution; all signatures on the Supplemental
Indenture are genuine; the copies of all documents
submitted to us are accurate and complete, each such
document that is original is authentic and each such
document that is a copy conforms to an authentic
original; and the documents executed and delivered by
the parties are in substantially the same form as the
forms of those documents that we have reviewed in
rendering this opinion.
Based upon the foregoing, but subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that:
1. The Guarantor has duly authorized, executed and delivered
the Supplemental Indenture.
Nickerson Machinery Chicago Inc.
Milacron Inc.
October 4, 2004
Page 3
2. The execution and delivery of the guarantee to be endorsed
on the Exchange Notes has been duly authorized by all necessary corporate action
on the part of the Guarantor.
The opinions expressed herein are limited to the laws of the
State of Illinois in effect on the date hereof as they presently apply and we
express no opinion herein as to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission (the "Commission") as an exhibit to the
Registration Statement on Form S-4 (the "Registration Statement") under the Act,
relating to the Exchange Offer. We also consent to the reference to Foley &
Lardner LLP under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are "experts" within the
meaning of Section 11 of the Act or 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.
Very truly yours,
/s/ Foley & Lardner LLP
FOLEY & LARDNER LLP