EXHIBIT 5.1
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
October ___, 2003
HLI Operating Company, Inc. and each of
the entities listed on Schedule I hereto
15300 Centennial Drive
Northville, Michigan 48167
Re: HLI Operating Company, Inc.
10 1/2% Senior Notes due 2010
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to HLI Operating Company,
Inc., a Delaware corporation (the "Company"), and each of the Guarantors (as
defined herein) in connection with the public offering of $250,000,000 aggregate
principal amount of the Company's 10 1/2% Senior Notes due 2010 (the "Exchange
Notes") and the guarantees thereof (the "Guarantees") by the Guarantors. The
Indenture, dated as of June 3, 2003 (as amended and supplemented, the
"Indenture"), by and among the Company, the guarantors party thereto and U.S.
Bank National Association, as Trustee (the "Trustee"), provides for the
guarantee of the Exchange Notes by each of HLI Parent Company, Inc., a Delaware
corporation and the holder of all of the issued and outstanding common stock of
the Company ("HLI Parent"), Hayes Lemmerz International, Inc., a Delaware
corporation and the sole stockholder of HLI Parent ("Hayes"), and the
subsidiaries of the Company set forth on Schedule I hereto (collectively with
HLI Parent and Hayes, the "Guarantors"), to the extent set forth in the
Indenture. The Exchange Notes are to be issued pursuant to an exchange offer
(the "Exchange Offer") in exchange for a like principal amount of the Company's
issued and outstanding 10 1/2% Senior Notes due 2010 (the "Original Notes")
issued under the Indenture, together with guarantees thereof, as contemplated by
the Registration Rights Agreement, dated as of June 3, 2003 (the "Registration
Rights Agreement"), by and among the Company, the guarantors party thereto and
Citigroup
HLI Operating Company, Inc. and each of
the entities listed on Schedule I hereto
October___, 2003
Page 2
Global Markets Inc. and Lehman Brothers Inc., the initial purchasers of the
Original Notes.
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, we have examined and relied
upon originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement on Form S-4 with respect to the Exchange Offer
(Registration Statement No. 333-107539), as filed with the Securities and
Exchange Commission (the "Commission") on July 31, 2003 and amended by Amendment
No. 1 thereto as filed with the Commission on September 25, 2003 (such
Registration Statement, as so amended, being hereinafter referred to as the
"Registration Statement"); (ii) an executed copy of the Indenture; (iii) the
Amended and Restated Certificate of Incorporation of the Company, as currently
in effect; (iv) the By-Laws of the Company, as currently in effect; (v) the
certificate of incorporation and by-laws of each of the Guarantors that is
incorporated under the laws of the State of Delaware or the State of Texas (the
"DE/TX Guarantors") and set forth on Schedule II hereto; (vi) certain
resolutions adopted by the board of directors of the Company and by the board of
directors of each of the DE/TX Guarantors relating to the Exchange Offer, the
Exchange Notes and the Guarantees, and related matters; (vii) the form of the
Exchange Notes; and (viii) executed copies of the Guarantees. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and the DE/TX Guarantors and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company, the DE/TX Guarantors and others, and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
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 facsimile, electronic, certified, conformed or
photostatic copies and the authenticity of the originals of such copies. In
making our examination of documents
HLI Operating Company, Inc. and each of
the entities listed on Schedule I hereto
October___, 2003
Page 3
executed or to be executed, we have assumed that all parties thereto (other than
the Company and the DE/TX Guarantors) 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, by
all parties thereto (other than the Company and the DE/TX Guarantors), and the
execution and delivery by such parties of such documents and that such documents
constitute valid and binding obligations of such parties. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Company, the DE/TX Guarantors and
others and of public officials.
We understand that you have separately received the opinion of
Patrick C. Cauley, General Counsel and Secretary to the Company, a copy of which
has been filed as Exhibit 5.2 to the Registration Statement, with respect to
certain of the assumptions contained herein relating to the Non-DE/TX
Guarantors, and we are advised that such opinion contains qualifications. Our
opinions herein stated are based on the assumptions specified above and we
express no opinion as to the effect on the opinions herein stated of the
qualifications contained in such other opinion.
Our opinions set forth herein are limited to (i) the General
Corporation Law of the State of Delaware (the "GCL"), (ii) the Business
Corporation Law of the State of Texas, and (iii) those laws of the State of New
York that, in our experience, are normally applicable to transactions of the
type contemplated by the Exchange Offer, without our having made any special
investigation as to the applicability of any specific law, rule or regulation
(all of the foregoing being referred to as "Opined on Law"). We 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 other laws on the opinions herein stated.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are 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 the Original Notes surrendered in exchange therefor in accordance with the
terms of the Exchange Offer:
HLI Operating Company, Inc. and each of
the entities listed on Schedule I hereto
October___, 2003
Page 4
(i) the Exchange Notes will constitute valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms; and
(ii) the Guarantee of each of the Guarantors will constitute the
valid and binding obligation of such Guarantor, enforceable
against such Guarantor in accordance with its terms,
except, in each case, to the extent that enforcement thereof may be limited by
(A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (B) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
In rendering the opinions set forth above, we have assumed
that (1) the execution and delivery (a) by the Company of the Exchange Notes,
(b) by the Company and the Guarantors of the Indenture and (c) by the Guarantors
of the Guarantees, and (2) the performance by the Company and the Guarantors of
their respective obligations thereunder, do not and will not (i) violate any
law, rule or regulation to which the Company, the Guarantors or any of their
respective properties is subject, other than Opined on Law, or (ii) violate,
conflict with or constitute a default under any agreement or instrument to which
the Company, the Guarantors or their respective properties is subject, except
that we do not make this assumption with respect to those agreements and
instruments which have been identified to us by the Company as being material to
the Company and the Guarantors and which are listed under Item 21(a) in Part II
of the Registration Statement. In addition, in rendering our opinion set forth
in paragraph (ii) above with respect to the enforceability of the Guarantees of
the Non-DE/TX Guarantors against each of the Non-DE/TX Guarantors, we have
assumed that the execution and delivery by each of Non-DE/TX Guarantors of the
Indenture and the Guarantee to which each is a party and the performance of each
Non-DE/TX Guarantor of its obligations thereunder do not and will not violate,
conflict with or constitute a breach or default under the certificate of
incorporation or the by-laws or comparable organizational documents of such
Non-DE/TX Guarantor.
HLI Operating Company, Inc. and each of
the entities listed on Schedule I hereto
October___, 2003
Page 5
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are 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,
SCHEDULE I
Hayes Lemmerz International, Inc., a Delaware corporation
HLI Parent Company, Inc., a Delaware corporation
HLI Wheels Holding Company, Inc., a Delaware corporation
HLI Powertrain Holding Company, Inc., a Delaware corporation
HLI Commercial Highway Holding Company, Inc., a Delaware corporation
HLI Brakes Holding Company, Inc., a Delaware corporation
HLI Services Holding Company, Inc., a Delaware corporation
Hayes Lemmerz International - La Mirada, Inc., a Delaware corporation
Hayes Lemmerz International - Sedalia, Inc., a Delaware corporation
Hayes Lemmerz International - Bowling Green, Inc., a Delaware corporation
Hayes Lemmerz International - Commercial Highway, Inc., a Delaware corporation
Hayes Lemmerz International - California, Inc., a Delaware corporation
Hayes Lemmerz International - Georgia, Inc., a Delaware corporation
Hayes Lemmerz International - Homer, Inc., a Delaware corporation
Hayes Lemmerz International - Huntington, Inc., a Delaware corporation
Hayes Lemmerz International - Kentucky, Inc., a Delaware corporation
Hayes Lemmerz International - Mexico, Inc., a Delaware corporation
Hayes Lemmerz International - Texas, Inc., a Texas corporation
HLI Netherlands Holdings, Inc., a Delaware corporation
Hayes Lemmerz International - Laredo, Inc., a Texas corporation
Hayes Lemmerz International Import, Inc., a Delaware corporation
Hayes Lemmerz International - Howell, Inc., a Michigan corporation
Hayes Lemmerz International - CMI, Inc., a Michigan corporation
Hayes Lemmerz International - Bristol, Inc., a Michigan corporation
Hayes Lemmerz International - Cadillac, Inc., a Michigan corporation
Hayes Lemmerz International - Equipment & Engineering, Inc., a Michigan
corporation
Hayes Lemmerz International - Montague, Inc., a Michigan corporation
Hayes Lemmerz International - PCA, Inc., a Michigan corporation
Hayes Lemmerz International - Petersburg, Inc., a Michigan corporation
Hayes Lemmerz International - Southfield, Inc., a Michigan corporation
Hayes Lemmerz International - Technical Center, Inc., a Michigan corporation
Hayes Lemmerz International - Transportation, Inc., a Michigan corporation
Hayes Lemmerz International - Wabash, Inc., an Indiana corporation
HLI Summerfield Realty Corp., a Michigan corporation
HLI Realty, Inc., a Michigan corporation
CMI - Quaker Alloy, Inc., a Pennsylvania corporation
SCHEDULE II
Hayes Lemmerz International, Inc., a Delaware corporation
HLI Parent Company, Inc., a Delaware corporation
HLI Wheels Holding Company, Inc., a Delaware corporation
HLI Powertrain Holding Company, Inc., a Delaware corporation
HLI Commercial Highway Holding Company, Inc., a Delaware corporation
HLI Brakes Holding Company, Inc., a Delaware corporation
HLI Services Holding Company, Inc., a Delaware corporation
Hayes Lemmerz International - La Mirada, Inc., a Delaware corporation
Hayes Lemmerz International - Sedalia, Inc., a Delaware corporation
Hayes Lemmerz International - Bowling Green, Inc., a Delaware corporation
Hayes Lemmerz International - Commercial Highway, Inc., a Delaware corporation
Hayes Lemmerz International - California, Inc., a Delaware corporation
Hayes Lemmerz International - Georgia, Inc., a Delaware corporation
Hayes Lemmerz International - Homer, Inc., a Delaware corporation
Hayes Lemmerz International - Huntington, Inc., a Delaware corporation
Hayes Lemmerz International - Kentucky, Inc., a Delaware corporation
Hayes Lemmerz International - Mexico, Inc., a Delaware corporation
Hayes Lemmerz International - Texas, Inc., a Texas corporation
HLI Netherlands Holdings, Inc., a Delaware corporation
Hayes Lemmerz International - Laredo, Inc., a Texas corporation
Hayes Lemmerz International Import, Inc., a Delaware corporation