EXHIBIT 5.2
(AUTOCAM CORPORATION LOGO)
Autocam Corporation
Global Headquarters
4436 Broadmoor SE
Kentwood, MI 49512 USA
tel: 616 698 0707
toll free: 800 747 6978
fax: 616 698 6876
April 25, 2006
Autocam Corporation
4436 Broadmoor Avenue Southeast
Kentwood, Michigan 49512
Ladies and Gentlemen:
I am the General Counsel of Autocam Corporation, a Michigan
corporation (the "Company"). I am rendering this opinion in connection with the
Company's registration of $140,000,000 in aggregate principal amount of its
10.875% Senior Subordinated Notes due 2014 (the "Notes") which are being
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and which may be offered and sold from time to time by certain affiliates of the
Company in market-making transactions, pursuant to the Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on April 25, 2006
(the "Registration Statement"). The guarantors of the Notes that are
incorporated in Michigan are listed on Schedule A hereto (the "Michigan
Guarantors"). Pursuant to the Indenture (as defined below) the Notes are
unconditionally guaranteed, jointly and severally, on the terms and subject to
the conditions set forth in the Indenture. All capitalized terms used herein
that are defined in, or by reference in, the Indenture have the meanings
assigned to such terms therein or by reference therein, unless otherwise defined
herein. With your permission, all assumptions and statements of reliance herein
have been made without any independent investigation or verification on our part
except to the extent otherwise expressly stated, and I express no opinion with
respect to the subject matter or accuracy of such assumptions or items relied
upon.
In connection with this opinion, I have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records of
the Company and the Michigan Guarantors, such certificates of public officials
and such other documents and (iii) received such information from officers and
representatives of the Company and the Guarantors and others, as I have deemed
necessary or appropriate for the purposes of this opinion. I have examined,
among other documents, the following:
(a) the Indenture dated June 10, 2004, as supplemented by the
supplemental indenture dated as of June 21, 2004 (the
"Indenture"), among the Company, the Guarantors and J.P. Morgan
Trust Company, National Association, as trustee (the "Trustee");
(b) the Notes; and
(c) the Notation of Guarantee.
The documents referred to in items (a) through (c) above are
collectively referred to as the "Documents."
In all such examinations, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of original
or certified documents and the conformity to original or certified documents of
all copies submitted to me as conformed or reproduction copies. As to various
questions of fact relevant to the opinions expressed herein, I have relied upon,
and assume the accuracy of, representations and warranties contained in the
Documents and certificates and oral or written statements and other information
of or from representatives of the Company, the Guarantors and others and assume
compliance on the part of all parties to the Documents with their covenants and
agreements contained therein.
To the extent it may be relevant to the opinions expressed herein, I
have assumed (i) that the Notes have been duly authenticated and delivered by
the Trustee, (ii) that all of the parties to the Documents (other than the
Company) are validly existing and in good standing under the laws of their
respective jurisdictions of organization and have the power and authority to (a)
execute and deliver the Documents, (b) perform their obligations thereunder and
(c) consummate the transactions contemplated thereby, (iii) that the Documents
have been duly authorized, executed and delivered by all of the parties thereto
(other than the Company) and constitute valid and binding obligations of all the
parties thereto (other than the Company) enforceable against such parties in
accordance with their respective terms, and (iv) that all of the parties to the
Documents will comply with all laws applicable thereto.
Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, I am of the opinion that:
1. The Notes have been duly authorized, executed and delivered by
the Company.
2. The guarantees by the Michigan Guarantors in the Indenture with
respect to the Notes have been duly authorized, executed and
delivered by the Michigan Guarantors.
The opinions set forth above are subject to the following
qualifications:
The opinions expressed herein are limited to the laws of the State of
Michigan as currently in effect, together with applicable provisions of the
Constitution of Michigan and relevant decisional law. The opinions expressed
herein are given as of the date hereof, and I undertake no obligation to
supplement this letter if any applicable laws change after the date hereof or if
I become aware of any facts that might change the opinions expressed herein or
for any other reason.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not hereby admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act.
The opinions expressed herein are solely for your benefit in
connection with the transaction covered in the first paragraph of this letter
and may not be relied upon in any manner or for any purpose by any other person
or entity and may not be quoted in whole or in part without my prior written
consent.
Very truly yours,
/s/ Stuart F. Cheney
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Stuart F. Cheney
SCHEDULE A
Autocam-Pax, Inc.
Autocam South Carolina, Inc.
Autocam Greenville, Inc.
Autocam Acquisition, Inc.
Autocam Laser Technologies, Inc.
Autocam International Ltd.
Autocam International Sales Corporation