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Exhibit 5.1
[Letterhead of Robert J. Tubbs]
July 15, 1998
Board of Directors
Coltec Industries Inc
3 Coliseum Centre
2550 West Tyvola Road
Charlotte, North Carolina 28217
Ladies and Gentlemen:
I have acted as counsel for Coltec Industries Inc, a Pennsylvania
corporation (the "Company"), in connection with the filing by the Company with
the Securities and Exchange Commission (the "Commission") of a registration
statement on Form S-4 (the "Registration Statement") under the Securities Act of
1933 (the "Act"), relating to the proposed issuance, in exchange (the "Exchange
Offer") for up to $300,000,000 aggregate principal amount of the Company's
7 1/2% Senior Notes due 2008 (the "Outstanding Notes"), of a like principal
amount of the Company's 7 1/2% Series B Senior Notes due 2008 (the "Exchange
Notes"). The Exchange Notes are to be issued pursuant to the indenture dated as
of April 16, 1998 (the "Indenture") by and among the Company, as issuer, certain
subsidiaries of the Company (the "Subsidiary Guarantors") as guarantors, and
Bankers Trust Company, as trustee (the "Trustee"). The Exchange Notes are to be
guaranteed on a senior basis (the "Guarantee") by the Subsidiary Guarantors.
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In that connection, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of such documents, corporate records
and other instruments as I have deemed necessary for purposes of this opinion,
including the Indenture.
Based on the foregoing, I am of opinion as follows:
1. The Indenture has been duly authorized, executed and delivered by
the Company and the Subsidiary Guarantors and, assuming the due authorization,
execution and delivery thereof by the Trustee, the Indenture constitutes a
legal, valid and binding obligation of the Company and the Subsidiary
Guarantors, enforceable against the Company and each of the Subsidiary
Guarantors in accordance with its terms (subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or other similar
laws affecting creditors' rights generally from time to time in effect and to
general principles of equity, including concepts of materiality, reasonableness,
good faith and fair dealing, regardless of whether such enforceability is
considered in a proceeding in equity or at law).
2. The Exchange Notes have been duly authorized by the Company, and
when executed and authenticated in accordance with the provisions of the
Indenture and delivered in exchange for the Outstanding Notes pursuant to the
Exchange Offer, will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms and entitled to
the benefits of the Indenture (subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity, including concepts of materiality, reasonableness, good
faith and fair dealing, regardless of whether such enforceability is considered
in a proceeding in equity or at law); in expressing the opinion set forth in
this paragraph 2, I have assumed that the form of the Exchange Notes will
conform to that included in the Indenture.
3. The Guarantee has been duly authorized, and when the Exchange Notes
have been executed and authenticated in accordance with the provisions of the
Indenture and delivered in exchange for the Outstanding Notes pursuant to the
Exchange Offer, the Guarantee of the Exchange Notes will constitute a valid and
binding obligation of the Subsidiary Guarantors (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or
other
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similar laws affecting creditors' rights generally from time to time in effect
and to general principles of equity, including concepts of materiality,
reasonableness, good faith and fair dealing, regardless of whether such
enforceability is considered in a proceeding in equity or at law).
The opinions expressed herein are limited to the Federal laws of the
United States of America, the laws of the State of New York and the corporate
law of the Commonwealth of Pennsylvania, and I express no opinion with respect
to the laws of any other country, state or jurisdiction.
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. I also consent to the reference to me
under the heading "Legal Matters" in the Registration Statement and in the
related Prospectus. In giving this consent, I do not thereby admit that I am
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 delivered to you in my capacity as the Executive
Vice President, General Counsel and Secretary of the Company and solely for the
purpose of being included as an exhibit to the Registration Statement. This
opinion addresses matters only as of the date hereof and may not be relied upon
in any manner for any other purpose without my prior written consent.
Sincerely,
/s/ ROBERT J. TUBBS
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Robert J. Tubbs
Executive Vice President,
General Counsel and Secretary