EXHIBIT 5.1
[Winston & Strawn Letterhead]
May 7, 2002
Lear Corporation
Lear Operations Corporation
Lear Corporation Automotive Holdings
Lear Corporation EEDS and Interiors
Lear Seating Holdings Corp. # 50
Lear Technologies, LLC
Lear Midwest Automotive, Limited Partnership
Lear Corporation Automotive Systems
Lear Automotive (EEDS) Spain S.L.
Lear Corporation Mexico, S.A. de C.V.
21557 Telegraph Road
Southfield, MI 48086-5008
Re: Registration Statement on Form S-3
of Lear Corporation and the
Guarantors (as defined below)
Ladies and Gentlemen:
We have acted as special counsel to Lear Corporation, a Delaware corporation
(the "Company"), Lear Operations Corporation, a Delaware corporation ("LOC"),
Lear Corporation Automotive Holdings, a Delaware corporation ("LCAH"), Lear
Corporation EEDS and Interiors, a Delaware corporation ("Lear EEDS"), Lear
Seating Holdings Corp. # 50, a Delaware corporation ("Seating"), Lear
Technologies, LLC, a Delaware limited liability company ("Tech"), Lear Midwest
Automotive, Limited Partnership, a Delaware limited partnership ("LMA"), Lear
Corporation Automotive Systems, an Ohio corporation ("LCAS"), Lear Automotive
(EEDS) Spain S.L., an entity organized under the laws of Spain ("Lear Spain"),
and Lear Corporation Mexico, S.A. de C.V., an entity organized under the laws of
Mexico ("Lear Mexico", and together with LOC, LCAH, Lear EEDS, Seating, Tech,
LMA, LCAS, and Lear Spain, each a "Guarantor", and collectively, the
"Guarantors"), in connection with the preparation of the Registration Statement
on Form S-3 (Reg. No. 333-85144) (the "Registration Statement") filed on behalf
of the Company and the Guarantors with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration by the Company of (i) $640,000,000 aggregate
principal amount at maturity of its Zero-Coupon Convertible Senior Notes due
February 20, 2022 which were issued and sold in a transaction exempt from
registration under the Securities Act (the "Notes"); (ii) the Guarantees thereof
by the Guarantors; and (iii) the shares of the Company's common stock, $.01 par
value per share, issuable upon conversion of the Notes (the "Conversion
Shares"), all as more fully described in the Registration Statement. The Notes
were issued under that certain Indenture, dated as of February 20, 2002 (the
"Indenture"), among the Company, the Guarantors and The Bank of New York, as
trustee. Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the prospectus (the "Prospectus") contained
in the Registration Statement. LOC, LCAH, Lear EEDS, Seating, Tech and LMA are
hereinafter collectively referred to as the "Delaware Guarantors".
This opinion letter is delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion letter, we have examined and
are familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, in the form filed with the
Commission on March 28, 2002; (ii) the Certificates of Incorporation,
Certificate of Formation or Certificate of Limited Partnership, as applicable,
of the Company and each of the Delaware Guarantors, each as currently in effect;
(iii) the By-laws of the Company and each of the Delaware Guarantors that is a
corporation, each as currently in effect; (iv) the Operating Agreement of Tech,
as currently in effect; (v) the Limited Partnership Agreement of LMA, as
currently in effect; (vi) the Indenture; (vii) the form of the Notes; (viii)
resolutions adopted by the Boards of Directors of the Company and a committee
thereof relating to, among other things, the issuance and sale of the Notes, the
reservation of the Conversion Shares and the filing of the Registration
Statement; (ix) resolutions adopted by the Board of Directors of each of LOC,
LCAH, Seating and Lear EEDS relating to, among other things, the Indenture, the
Guarantees and the filing of the Registration Statement; and (x) resolutions
adopted by the managing member and general partner of Tech and LMA,
respectively, relating to the Indenture, the Guarantees and the filing of the
Registration Statement. We also have examined such other documents as we have
deemed necessary or appropriate as a basis for the opinions set forth below.
In addition, in connection with the opinions expressed in
paragraph 3 below relating to the Guarantees, we have relied on the following
opinion letters (subject to the qualifications, assumptions and limitations
expressed therein): (a) the opinion letter of Joseph F. McCarthy, a copy of
which is attached as Annex A, with respect to authorization, execution and
delivery of the Guarantee by LCAS, (b) the opinion letter of J & A Garrigues y
Cia, S.R.C., a copy of which is attached as Annex B, with respect to
authorization, execution and delivery of the Guarantee by Lear Spain and (c) the
opinion letter of Baker & McKenzie, S.C, a copy of which is attached as Annex C,
with respect to the authorization, execution and delivery of the Guarantee by
Lear Mexico.
In our examination, we 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 us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion letter, we have relied without independent verification
upon oral or written statements and representations of officers and other
representatives of the Company, the Guarantors and others.
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Based upon and subject to the foregoing, we are of the opinion
that:
1. The Notes have been duly authorized and are valid and
legally binding obligations of the Company enforceable against the Company in
accordance with their terms, except to the extent that the enforceability
thereof may be limited by (x) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally and (y) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or in
equity).
2. The Conversion Shares initially issuable upon conversion of
the Notes have been duly authorized and reserved and, when issued upon
conversion of the Notes in accordance with the terms of the Notes, will be
validly issued, fully paid and non-assessable.
3. The Guarantees have been duly authorized by all necessary
corporate, limited liability company or partnership action, as applicable, by
each of the Guarantors and are valid and legally binding obligations of the
Guarantors, enforceable against the Guarantors in accordance with their terms,
except to the extent that the enforceability thereof may be limited by (x)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (y) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
The foregoing opinions are limited to the laws of the United
States, the State of New York, and, to the extent referred to specifically
herein, the General Corporation Law of the State of Delaware, the Revised
Uniform Limited Partnership Act of the State of Delaware and the Limited
Liability Company Act of the State of Delaware, including the applicable
provisions of the Delaware Constitution and reported decisions interpreting
these laws. We express no opinion as to the application of the securities or
blue sky laws of the various states to the issuance of the Notes, the Guarantees
or the Conversion Shares.
We hereby consent to the reference to our firm under the
heading "Legal Matters" in the Prospectus and to the filing of this opinion
letter with the Commission as an exhibit to the Registration Statement. In
giving such consent, we do not concede that we are experts within the meaning of
the Securities Act or the rules and regulations thereunder or that this consent
is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Winston & Strawn
Winston & Strawn
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ANNEX A
[Lear Letterhead]
May 6, 2002
Lear Corporation
Lear Corporation Automotive Systems
21557 Telegraph Road
Southfield, MI 48086-5008
Re: Registration Statement on Form S-3
of Lear Corporation and the
Guarantors (as defined below)
Ladies and Gentlemen:
This opinion is being rendered to you in my capacity as
General Counsel to (i) Lear Corporation, a Delaware corporation (the "Company"),
and (ii) Lear Corporation Automotive Systems, an Ohio corporation ("Lear
Systems"), in connection with the preparation of the Registration Statement on
Form S-3 (Reg. No. 333-85144) (the "Registration Statement") filed on behalf of
the Company, Lear Operations Corporation, a Delaware corporation ("LOC"), Lear
Corporation Automotive Holdings, a Delaware corporation ("LCAH"), Lear
Corporation EEDS and Interiors, a Delaware corporation ("Lear EEDS"), Lear
Seating Holdings Corp. # 50, a Delaware corporation ("Seating"), Lear
Technologies, LLC, a Delaware limited liability company ("Tech"), Lear Midwest
Automotive, Limited Partnership, a Delaware limited partnership ("LMA"), Lear
Systems, Lear Automotive (EEDS) Spain S.L., an entity organized under the laws
of Spain ("Lear Spain"), and Lear Corporation Mexico, S.A. de C.V., an entity
organized under the laws of Mexico ("Lear Mexico", and together with LOC, LCAH,
Lear EEDS, Seating, Tech, LMA, Lear Systems, and Lear Spain, each a "Guarantor",
and collectively, the "Guarantors"), with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration by the Company of (i) $640,000,000 aggregate
principal amount at maturity of its Zero-Coupon Convertible Senior Notes due
February 20, 2022 which were issued and sold in a transaction exempt from
registration under the Securities Act (the "Notes"); (ii) the Guarantees thereof
by the Guarantors; and (iii) the shares of the Company's common stock, $.01 par
value per share, issuable upon conversion of the Notes (the "Conversion
Shares"), all as more fully described in the Registration Statement. The Notes
were issued under that certain Indenture, dated as of February 20, 2002 (the
"Indenture"), among the Company, the Guarantors and The Bank of New York, as
trustee. Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the prospectus (the "Prospectus") contained
in the Registration Statement.
In connection with this opinion, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Registration Statement, in the form filed with the
Commission on March 28, 2002; (ii) the Articles of Incorporation of Lear
Systems, as currently in effect; (iii) the By-laws of Lear Systems, as currently
in effect; (iv) the Indenture; (v) the form of the Notes; and (vi) resolutions
adopted by the Board of Directors of Lear Systems, relating to, among other
things, the Indenture, the Guarantees and the filing of the Registration
Statement. I also have examined such other documents as I have deemed necessary
or appropriate as a basis for the opinions set forth below.
In rendering the opinions expressed below, I have assumed the
legal capacity of all natural persons, that the signatures of persons signing
all documents in connection with which this opinion letter is rendered are
genuine, that all documents submitted to me as originals or duplicate originals
are authentic and that all documents submitted to me as copies, whether
certified or not, conform to authentic original documents. As to any facts
material to the opinions expressed herein which I did not independently
establish or verify, I have relied upon oral or written statements and
representations of officers and other representatives of the Company, the
Guarantors and others. Additionally, I have assumed and relied upon the
following:
(a) the accuracy and completeness of all certificates and
other statements, documents, records, financial statements and papers
reviewed by me, and the accuracy and completeness of all schedules and
exhibits contained in the Registration Statement, with respect to the
factual matters set forth therein; and
(b) all parties to the documents reviewed by me (other than
the Company and the Guarantors) are duly formed, validly existing and
in good standing under the laws of their respective jurisdictions of
formation and under the laws of all jurisdictions where they are
conducting their businesses or otherwise required to be so qualified,
and have full power and authority to execute, deliver and perform under
such documents and all such documents have been duly authorized,
executed and delivered by such parties.
Based upon and subject to the foregoing and the
qualifications, assumptions and limitations set forth herein, I am of the
opinion that:
1. The Guarantee of Lear Systems has been duly authorized by
all necessary corporate action and is the valid and
legally binding obligation of Lear Systems, enforceable
against Lear Systems in accordance with its terms, except
to the extent that the enforceability thereof may be
limited by (x) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors'
rights generally and (y) general principles of equity
(regardless of whether enforceability is considered in a
proceeding at law or in equity).
My opinions set forth in this letter are based upon the facts
in existence and laws in effect on the date hereof, and I expressly disclaim any
obligation to update my opinions herein, regardless of whether changes in such
facts or laws come to my attention after the delivery hereof. I hereby consent
to the filing of this opinion letter with the Commission as an
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exhibit to the Registration Statement. This opinion may be relied upon by
Winston & Strawn, special counsel to the Company.
Very truly yours,
/s/ Joseph F. McCarthy
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ANNEX B
[J & A Garrigues y Cia, S.R.C. Letterhead]
Madrid, 30th April 2002
To: LEAR CORPORATION
21557 Telegraph Road
Southfield, Michigan 48086-5008
Attention: Vice President & Treasurer
WINSTON & STRAWN
200 Park Avenue
New York, New York 10166
Attention: Daniel Ninivaggi
RE: GUARANTEE ON ZERO-COUPON CONVERTIBLE SENIOR NOTES DUE 2022.
Gentlemen:
We have acted as special counsel to Lear Automotive (EEDS) Spain, S.L. ("Lear
Spain"), in connection with the preparation of the Registration Statement on
form S-3 (the "Registration Statement") filed on behalf of Lear Corporation, a
Delaware corporation (the "Company"), Lear Spain and certain other subsidiaries
of the Company, pursuant to the Registration Rights Agreement, dated February
14, 2002 (the "Registration Rights Agreement"), among Credit Suisse First Boston
Corporation, J.P. Morgan Securities Inc., Lehman Brothers Inc., the Company,
Lear Operations Corporation ("Lear Operations"), Lear Corporation Automotive
Holdings ("Lear Automotive"), Lear Corporation EEDS and Interiors ("Lear EEDS"),
Lear Seating Holdings Corp. #50 ("Lear Seating"), Lear Technologies, LLC ("Lear
Technologies"), Lear Midwest Automotive, Limited Partnership ("Lear Midwest"),
Lear Corporation Automotive Systems ("Lear Systems"), Lear Spain and Lear
Corporation Mexico, S.A. de C.V. ("Lear Mexico" and, together with Lear
Operations, Lear Automotive, Lear EEDS, Lear Seating, Lear Technologies, Lear
Midwest, Lear Systems and Lear Spain, each a "Guarantor" and collectively, the
"Guarantors"), with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended the "Securities Act"), relating to
the registration by the Company of (i) $640,000,000 aggregate principal amount
at maturity of its Zero-coupon Convertible Senior Notes due February 20, 2022,
which were issued and sold in a transaction exempt from registration under the
Securities Act (The "Notes"); (ii) the Guarantee thereof by the Guarantors; and
(iii) the shares of the Company's common stock, $ .01 par value per share,
issuable upon conversion of the Notes (the "Conversion Shares"), all as more
fully described in the Registration Statement. The Notes were issued under that
certain Indenture,
dated as of February 20, 2002 (the "Indenture"), among the company, the
Guarantors and The Bank of New York, as trustee.
Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the prospectus (the "Prospectus") contained in the
Registration Statement.
In connection with this opinion letter, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement; (ii) the Deed of Formation of Lear Spain; (iii)
the By-Laws of Lear Spain; (iv) a resolution adopted by the Board of Directors
of Lear Spain relating to, among other things, the Indenture and the Guarantees;
(v) an execution copy of the Indenture; (vi) an execution copy of the Purchase
Agreement; and (vii) an execution copy of the Registration Rights Agreement. We
have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Lear Spain and such other agreements,
documents, instruments, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth below.
In rendering the opinion expressed below, we have, with your consent, assumed
the legal capacity of all natural persons, that the signatures of persons
signing all documents in connection with which this opinion letter is rendered
are genuine, that all documents submitted to us as originals or duplicate
originals are authentic and that all documents submitted to us as copies,
whether certified or not, conform to authentic original documents. As to any
facts material to the opinions expressed herein which we did not independently
establish or verify, we have relied upon oral or written statements and
representations of officers and other representatives of the Company, the
Guarantors and others. Additionally, we have, with your consent, assumed and
relied upon the following:
(a) the accuracy and completeness of all certificates and other statements,
documents, records and papers reviewed by us, and the accuracy and
completeness of all representations, warranties, schedules and exhibits
contained in the Purchase Agreement, the Registration Rights Agreement
and the Indenture, with respect to the factual matters set forth therein;
(b) all parties to the documents reviewed by us (other than Lear Spain) are
duly formed, validly existing and in good standing under the laws of
their respective jurisdictions of formation and under the laws of all
jurisdictions where they are conducting their businesses or otherwise
required to be so qualified, and have full power and authority to
execute, deliver and perform under such documents and all such documents
have been duly authorized, executed and delivered by such parties.
Members of our firm are admitted to the bar in Madrid, Spain, and we do not
express any opinion as to the laws of any other jurisdiction other than the laws
of Spain to the extent referred to specifically herein.
Based upon and subject to the foregoing, and the qualifications, assumptions and
limitations set forth herein, we are of the opinion that the Guarantee has been
duly authorized, issued and delivered by Lear Spain; and constitutes a valid and
legally binding obligation of Lear Spain enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
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Our opinion set forth in this letter is based upon the facts in existence and
laws in effect on the date hereof and we expressly disclaim any obligation to
update our opinion herein, regardless of whether changes in such facts or laws
come to our attention after the delivery hereof.
This opinion letter is solely for the benefit of the addressees hereof in
connection with the consummation of the transactions contemplated by the
Registration Rights Agreement. We hereby consent to the filing of this opinion
letter with the Commission as an exhibit to the Registration Statement.
Very truly yours,
J. & A. Garrigues y Cia., S.R.C.
By Eduardo Sebastian de Erice
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ANNEX C
[Baker & McKenzie, S.C. Letterhead]
April 30th, 2002
Lear Corporation
21557 Telegraph Road
Southfield, Michigan 48086-5008
Winston & Strawn
200 Park Avenue
New York, New York 10166
Re: Lear Corporation Mexico, S.A. de C.V.
Dear Sirs:
We have acted as Mexican counsel to Lear Corporation Mexico, S.A. de C.V., an
entity organized under the laws of Mexico ("Lear Mexico"), with respect to
certain matters relating to the Registration Statement on Form S-3 (the
"Registration Statement") filed on behalf of Lear Corporation, a Delaware
corporation (the "Company"), Lear Mexico and certain other subsidiaries of the
Company (Lear Mexico and such subsidiaries are referred to herein collectively
as the "Guarantors") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, relating to the
registration by the Company of (i) $640,000,000 aggregate principal amount at
maturity of its Zero-Coupon Convertible Senior Notes due February 20, 2022 which
were previously issued and sold by the Company (the "Notes"); (ii) the
guarantees of the Notes by the Guarantors; and (iii) the shares of the
Company's common stock, $.01 par value per share, issuable upon conversion of
the Notes, all as more fully described in the Registration Statement.
The Notes were issued pursuant to the Purchase Agreement, dated as of
February 20, 2002 (the "Purchase Agreement"), among Lear, the Guarantors and
certain purchasers named therein, and the Indenture, dated as of February 20,
2002 (the "Indenture"), among the Company, the Guarantors and The Bank of New
York, as trustee. The Registration Statement has been filed with the Commission
on behalf of the Company and the Guarantors pursuant to the Registration Rights
Agreement, dated as of February 14, 2002 (the "Registration Rights Agreement"),
among the Company, the Guarantors and the purchasers named therein. The Purchase
Agreement, the Indenture and the Registration Rights Agreement are referred to
herein collectively as the "Agreements."
In rendering the opinions expressed below, we have examined:
(a) The documents listed below:
I. An execution copy of the Purchase Agreement.
II. An execution copy of the Registration Rights Agreement.
III. An execution copy of the Indenture.
IV. A copy of the Registration Statement.
V. The incorporation charter and by-laws of Lear Mexico.
VI. Resolutions of the shareholders of the Lear Mexico approving
the execution, delivery and performance by Lear Mexico of the
Agreements.
(b) Such corporate documents and records of Lear Mexico as we have deemed
necessary or appropriate to enable us to render the opinions set forth
herein.
In rendering the opinions expressed below, we have assumed, with your
permission, without independent investigation or inquiry, (1) the authenticity
of all documents submitted to us as originals, (2) the genuineness of all
documents that we examined (other than those of Lear Mexico and officers of Lear
Mexico) and (3) the conformity to authentic originals of documents submitted to
us as certified, conformed or photocopies. Additionally, we have assumed and
relied upon, the following:
(a) The accuracy of all certificates and other statements, representations,
documents, records and papers reviewed by us, and the accuracy and
completeness of all representations, warranties, schedules and exhibits
contained in the Agreements, with respect to the factual matters set
forth therein;
(b) All parties to the Agreements (with the exception of Lear Mexico) are
duly organized, validly existing and in good standing under the laws of
their respective jurisdictions of formation and under the laws of all
jurisdictions where they are conducting their business or otherwise
required to be so qualified, and have full power and authority to
execute, deliver and perform under such agreements and all such
agreements have been duly authorized, executed and delivered by such
parties; and
(c) The Agreements constitute the valid and binding obligations of each
party thereto (other than Lear Mexico) enforceable against such party
in accordance with their terms.
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Except as expressly set forth herein, we have not undertaken any independent
investigation, examination or inquiry to determine the existence of any facts
(and have not caused the review of any court file or indices) and no inference
as to our knowledge concerning any fact should be drawn as a result of the
representation undertaken by us.
The lawyers of our firm are admitted to practice in the Mexican Republic. We do
not express our opinion under any law other than the laws of Mexico. Without
limiting the generality of the foregoing, we do not express any opinion
regarding compliance with or the effects of the United States federal or state
securities laws.
Based upon and subject to the foregoing assumptions and qualifications, and
having considered such questions of law, as we have deemed necessary as a basis
for the opinions express below, we are of the opinion that:
1. Each of the Agreements has been duly authorized, executed and delivered
by Lear Mexico, and Lear Mexico has full corporate power and authority
to enter into and perform its obligations under each of the Agreements.
We agree that this opinion may be relied upon by Winston & Strawn, United States
counsel to the Company in connection with the Registration Statement, for
purposes of rendering its opinion regarding the legality of the Notes required
pursuant to Item 601(b)(5) of Regulation S-K promulgated by the Commission. We
hereby consent to the filing of this opinion letter with the Commission as an
exhibit to the Registration Statement. We disclaim any obligation to update this
opinion letter for events occurring or coming to our attention, or any changes
in the law taking effect, after the date hereof.
Very truly yours,
Baker & McKenzie, S.C.
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