1
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-4
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-4 (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 up to $275,000,000 aggregate principal
amount of the Company's 8.875% Senior Notes due March 15, 2011 (the "Exchange
Notes") to be issued in an exchange offer for the $275,000,000 aggregate
principal amount of the Company's outstanding 8.875% Senior Notes due March 15,
2011 (the "Original Notes"). The Original Notes and the Exchange Notes are
referred to herein collectively as the "Notes." Original Notes that are accepted
for exchange for Exchange Notes will be cancelled and retired.
The Original Notes were and the Exchange Notes will be 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
Original 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 were offered and sold by
the Initial Purchasers to qualified institutional buyers in reliance on Rule
144A under the Act. In connection with the offer and sale of the Original Notes,
the
2
Briggs & Stratton Corporation
July 3, 2001
Page 2
Company entered into an Exchange and Registration Rights Agreement dated as
of May 9, 2001 with the Initial Purchasers (the "Registration Rights
Agreement"), providing for the registration or exchange of the Original Notes.
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 issuance
and sale of the Original 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 Original Notes and the Guarantees thereof 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 Exchange Notes and the Guarantees thereof have been duly
authorized and, upon execution, authentication, issuance and
delivery pursuant to the Indenture and the Registration Rights
Agreement, the Exchange Notes and the Guarantees thereof will
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
3
Briggs & Stratton Corporation
July 3, 2001
Page 2
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.
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
-----------------------
QUARLES & BRADY LLP