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Exhibit 5.1
October 7, 1999
Fedders Corporation
505 Martinsville Road
Liberty Corner, New Jersey 07938
Re: Fedders North America, Inc.
REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
I am Vice President and General Counsel of Fedders
Corporation, a Delaware corporation (the "Guarantor") and of Fedders North
America, Inc., a Delaware corporation (the "Company"), and have acted as general
counsel to the Guarantor and the Company in connection with the public offering
of $50,000,000 aggregate principal amount of the Company's 9 3/8% Senior
Subordinated Notes due 2007 (the "Exchange Notes") which are to be guaranteed on
a senior subordinated basis pursuant to a guarantee (the "Guarantee") by the
Guarantor. The Exchange Notes are to be issued pursuant to an exchange offer
(the "Exchange Offer") in exchange for a like principal amount of the issued and
outstanding 9 3/8% Senior Subordinated Notes due 2007 of the Company (the
"Original Notes") under an Indenture dated as of August 24, 1999 (the
"Indenture"), between the Company, the Guarantor and State Street Bank and Trust
Company, as Trustee (the "Trustee"), as contemplated by the Registration Rights
Agreement dated as of August 24, 1999 (the "Registration Rights Agreement"), by
and among the Company, the Guarantor and Donaldson, Lufkin & Jenrette Securities
Corporation.
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
In connection with this opinion, I have examined originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement on Form S-4 to be filed with the Securities and Exchange
Commission (the
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"Commission") on the date hereof under the Act (the "Registration Statement");
(ii) an executed copy of the Registration Rights Agreement; (iii) an executed
copy of the Indenture; (iv) the Restated Certificate of Incorporation of the
Company and the Guarantor; (v) the Restated By-Laws of the Company and the
Guarantor, as amended to date; (vi) certain resolutions adopted by the Board of
Directors of the Company and the Guarantor relating to the Exchange Offer, the
issuance of the Original Notes and the Exchange Notes, the Indenture and related
matters; (vii) the Form T-1 of the Trustee filed as an exhibit to the
Registration Statement; and (viii) the form of the Exchange Notes. I have also
examined originals or copies, certified or otherwise identified to my
satisfaction, of such records of the Company and the Guarantor and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and the Guarantor and others, and such other
documents, certificates and records as I have deemed necessary or appropriate as
a basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to me as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making my
examination of executed documents or documents to be executed, I have assumed
that the parties thereto, other than the Company and the Guarantor, had or will
have the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and the validity and binding effect on such parties. As to any facts material to
the opinions expressed herein which I have not independently established or
verified, I have relied upon statements and representations of officers and
other representatives of the Company and the Guarantor and others.
My opinions set forth herein are limited to the Delaware
corporate law and the laws of the State of New York that are normally applicable
to transactions of the type contemplated by the Exchange Offer and to the extent
that judicial or regulatory orders or decrees or consents, approvals, licenses,
authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all of
the foregoing being referred to as "Opined on Law"). I do not express any
opinion with respect to the law of any jurisdiction other than Opined on Law or
as to the effect of any such non-opined law on the opinions herein stated.
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Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, I am of the opinion
that when the Exchange Notes (in the form examined by us) have been duly
executed and authenticated in accordance with the terms of the Indenture and
have been delivered upon consummation of the Exchange Offer against receipt of
Original Notes surrendered in exchange therefor in accordance with the terms of
the Exchange Offer, the Exchange Notes and the related Guarantee will constitute
valid and binding obligations of the Company and the Guarantor, enforceable
against the Company and the Guarantor in accordance with their terms, except to
the extent that enforcement thereof may be limited by (1) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other similar
laws now or hereafter in effect relating to creditors' rights generally and (2)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).
In rendering the opinion set forth above, I have assumed that
the execution and delivery by the Company and the Guarantor of the Indenture and
the Exchange Notes and the performance by the Company and the Guarantor of its
obligations thereunder do not and will not violate, conflict with or constitute
a default under any agreement or instrument to which the Company and the
Guarantor or its properties is subject, except for those agreements and
instruments which have been identified to us by the Company or the Guarantor as
being material to it and which are listed in Part 2 of the Company's or the
Guarantor's Annual Report on Form 10-K.
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 caption "Legal Matters" in the Registration Statement.
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.
Very truly yours,
/s/ ROBERT N. EDWARDS
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