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EXHIBIT 5
QUARLES & BRADY LLP 411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497
Tel 414.277.5000
Fax 414.271.3552
www.quarles.com
July 3, 2001
Briggs & Stratton Corporation
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as counsel to Briggs & Stratton Corporation, a Wisconsin
corporation, (the "Company"), and the Guarantors (as defined below) in
connection with the Registration Statement on Form S-3 (the "Registration
Statement") being filed by the Company and the Guarantors with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Act"), to register for sale by the holders named or to be
named in the prospectus relating to the Registration Statement, as the same may
be amended or supplemented from time to time (the "Selling Holders"), up to
$140,000,000 aggregate principal amount of the Company's 5.00% Convertible
Senior Notes due May 15, 2006 (the "Notes") and the shares of Common Stock, par
value $0.01 per share, of the Company (together with the associated common share
purchase rights issued pursuant to the Company's Rights Agreement, the "Shares")
into which the Notes may be converted.
The Notes were issued pursuant to an Indenture dated as of May 14, 2001
by and among the Company, the Guarantors listed on Schedule I thereto, as
amended from time to time, and Bank One, N.A., as Trustee, as supplemented by
Supplemental Indentures dated as of May 15, 2001 among Generac Portable
Products, Inc., a Delaware corporation, GPPD Inc., a Delaware corporation, GPPW,
Inc., a Wisconsin corporation, and Generac Portable Products, LLC, a Delaware
limited liability company (the "Guarantors"), the Company and Bank One, N.A., as
Trustee, pursuant to which the Guarantors agreed to guarantee the Notes (the
"Guarantees") as of May 15, 2001, when they became subsidiaries of the Company
(as so supplemented, the "Indenture"). The Notes were issued and sold on May 14,
2001 to Goldman, Sachs & Co. and Banc of America Securities LLC, the initial
purchasers thereof (the "Initial Purchasers"), without registration under the
Act, and the Notes were offered and sold by the Initial Purchasers to qualified
institutional buyers in reliance on Rule 144A under the Act. In connection with
the
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Briggs & Stratton Corporation
July 3, 2001
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original offer and sale of the Notes, the Company entered into a Registration
Rights Agreement dated as of May 8, 2001 with the Initial Purchasers (the
"Registration Rights Agreement"), providing for the registration of the Notes
and the Shares for resale by the Selling Holders. The Registration Statement is
being filed pursuant to the Registration Rights Agreement.
We have examined (i) the Registration Statement; (ii) the Company's
Articles of Incorporation and Bylaws, as amended to date; (iii) the Indenture;
(iv) the Registration Rights Agreement; (v) the preliminary offering circular,
the final offering circular and the purchase agreement relating to the original
issuance and sale of the Notes; (vi) certificates of public officials and of
officers and representatives of the Company, the Guarantors, and the Trustee;
(vii) corporate proceedings of the Company and the Guarantors relating to the
Registration Statement, the Registration Rights Agreement, the Indenture and the
transactions contemplated thereby; and (viii) such other documents and such
matters of law as we have deemed necessary in order to render this opinion.
On the basis of and subject to the foregoing, we advise you that, in
our opinion:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Wisconsin.
2. The Notes and the Guarantees have been duly authorized and
issued and constitute valid and binding obligations of the
Company and the Guarantors, respectively, subject to (a)
bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium and other similar laws now or hereafter in effect
relating to or affecting creditors' rights generally, (b)
general principles of equity (regardless of whether considered
in a proceeding at law or in equity) and (c) the qualification
that the remedy of specific performance and injunctive or
other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any
proceeding may be brought.
3. The Shares which may from time to time be issued upon
conversion of the Notes, when issued in accordance with the
provisions of the Notes and the Indenture, will be validly
issued, fully paid and nonassessable, subject to the personal
liability which may be imposed on shareholders by Section
180.0622(2)(b) of the Wisconsin Business Corporation Law, as
judicially interpreted, for debts owing to employees for
services performed, but not exceeding six months service in
any one case.
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Briggs & Stratton Corporation
July 3, 2001
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We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus constituting a part thereof. In giving our consent,
we do not admit that we are "experts" within the meaning of Section 11 of the
Act, or that we come within the category of persons whose consent is required by
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Quarles & Brady LLP
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QUARLES & BRADY LLP