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Exhibit 5
September 10, 1997
Fedders North America, Inc.
505 Martinsville Road
Liberty Corner, New Jersey 07938-0813
Fedders Corporation
505 Martinsville Road
Liberty Corner, New Jersey 07938-0813
Re: Registration Statement on Form S-4 (No. 333- )
Dear Sirs:
In connection with the Registration Statement on Form S-4 (the
"Registration Statement") filed by Fedders North America, Inc. (the "Company")
and Fedders Corporation (the "Guarantor") with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations thereunder (the "Rules"), we have been requested to
render our opinion as to the legality of the $100,000,000 aggregate principal
amount of the Company's 9-3/8% Senior Subordinated Notes due 2007 (the "Notes")
and the related guarantee by the Guarantor of the Company's obligations under
the Notes (the "Guarantees"), included in the Registration Statement.
In this regard, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of (i) the Registration Statement,
(ii) the Indenture, dated as of August 18, 1997, among the Company, the
Guarantor and State Street Bank and Trust Company, as Trustee (the "Indenture"),
pursuant to which the Notes and the Guarantees are to be issued, (iii) the
Certificate of Incorporation and By-laws of each of the Company and the
Guarantor, as amended to date in the form filed as exhibits to the Registration
Statement and (iv) records of certain corporate proceedings of each of the
Company and
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Fedders North America, Inc. -2- September 10, 1997
Fedders Corporation
the Guarantor in the form certified by the Secretary of the Company and the
Guarantor relating to, among other things, the issuance and sale of the Notes
pursuant to an offer to exchange up to $100,000,000 principal amount of Notes
for all outstanding 9-3/8% Senior Subordinated Notes of the Company due 2007
(the "Original Notes") as described in the Registration Statement. In addition,
we have made such other examinations of law and fact as we considered necessary
in order to form a basis for the opinion contained herein.
In our examination of the aforesaid documents, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the documents, the authenticity of
all documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as certified, photostatic, reproduced
or conformed copies and the authenticity of all such documents.
In rendering the opinion set forth below, we have assumed that the
Notes and the Guarantees will be issued as described in the Registration
Statement.
Based on the foregoing, we are of the opinion that, when the Notes and
the related Guarantees are issued, authenticated and delivered in accordance
with the terms of the Indenture, the Notes and the Guarantees will be legal,
valid and binding obligations of the Company and the Guarantor, respectively,
enforceable against them in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws relating to or affecting creditors'
rights generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
Our opinion expressed above is limited to the laws of the State of New
York and the General Corporation Law of the State of Delaware.
We hereby consent to the use of our name in the Registration Statement
and in the related prospectus as the same appears under the caption "Legal
Matters," and to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ Cummings & Lockwood