EXHIBIT 5.2
[Letterhead of HLI Operating Company, Inc.]
October 29, 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:
I am the General Counsel and Secretary of HLI Operating
Company, Inc., a Delaware corporation (the "Company"), and in such capacity have
acted as counsel to the Company and the Guarantors (as defined below) 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 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"). 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 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") for a like
principal amount of the Company's issued and outstanding 10 1/2% Senior Notes
due 2010 (the "Original Notes"), together with the 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 Global Markets Inc. and Lehman Brothers Inc., the initial
purchasers of the Original Notes.
HLI Operating Company, Inc. and each of
the entities listed on Schedule I hereto
October 29, 2003
Page 2
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, or have
caused those acting under my supervision to examine, and relied upon originals
or copies, certified or otherwise identified to my satisfaction, of (i) an
executed copy of the Registration Rights Agreement; (ii) an executed copy of the
Indenture; (iii) the certificate of incorporation and by-laws or comparable
organizational documents of each of the Guarantors that is incorporated under
the laws of the States of Michigan, Indiana, Ohio and Pennsylvania, as set forth
on Schedule II hereto (the "Non-DE/TX Guarantors"), each as in effect on the
date hereof; (iv) certain resolutions adopted by the board of directors of each
of the Non-DE/TX Guarantors relating to the Exchange Offer, the issuance of the
Guarantees, the Indenture and related matters; and (v) executed copies of the
Guarantees. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Non-DE/TX Guarantors and
such agreements, certificates of public officials, certificates of officers or
other representatives of the Company, the Non-DE/TX Guarantors 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 me as originals, the conformity to original documents of
all documents submitted to me as facsimile, electronic, certified, conformed or
photostatic copies and the authenticity of the originals of such copies. In
making my examination of documents executed or to be executed, I have assumed
that all parties thereto (other than the Non-DE/TX Guarantors) had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and I have also assumed the due authorization by all requisite
action, corporate or other, by all parties thereto (other than the Non-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 I have
not independently established or verified, I have relied upon statements and
representations of
HLI Operating Company, Inc. and each of
the entities listed on Schedule I hereto
October 29, 2003
Page 3
officers and other representatives of the Company, the Guarantors and others and
of public officials.
My opinions set forth herein are limited to the Michigan
Business Corporation Act, the Ohio Revised Code, the Indiana Business
Corporation Law and the Pennsylvania Business Corporation Law ("Opined on Law").
I do not express any opinion with respect to the laws of any other jurisdiction
other than Opined on Law or as to the effect of any such laws on the opinions
herein stated.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, I am of the opinion
that:
1. Each of the Non-DE/TX Guarantors has been duly incorporated
and is validly existing and in good standing under the laws of
the state of its incorporation.
2. Each of the Non-DE/TX Guarantors has the corporate power and
authority to execute, deliver and perform all of its
obligations under the Indenture and the Guarantee to which it
is a party.
3. The execution and delivery by the Non-DE/TX Guarantors of the
Indenture and the Guarantees to which the Non-DE/TX Guarantors
are parties and the consummation by the Non-DE/TX Guarantors
of the transactions contemplated thereby have been duly
authorized by all requisite corporate action on the part of
the Non-DE/TX Guarantors.
4. The execution and delivery by the Non-DE/TX Guarantors of the
Indenture and the Guarantees to which the Non-DE/TX Guarantors
are parties and the performance by the Non-DE/TX Guarantors of
their respective obligations thereunder do not and will not
violate, conflict with or constitute a breach or default under
the certificate of incorporation or the bylaws or comparable
organizational documents of any such Non-DE/TX Guarantor.
HLI Operating Company, Inc. and each of
the entities listed on Schedule I hereto
October 29, 2003
Page 4
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/ Patrick C. Cauley
Patrick C. Cauley
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 - 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