EXHIBIT 5.1
OPINION OF BODMAN LLP
[BODMAN LLP LETTERHEAD]
April 3, 2007
Titan International, Inc.
2701 Spruce Street
Quincy, Illinois 62301
Ladies and Gentlemen:
We are acting as special counsel for Titan International, Inc., an Illinois
corporation (the "Company"), in connection with its filing with the Securities
and Exchange Commission of a Registration Statement on Form S-4 (the
"Registration Statement") with respect to the registration under the Securities
Act of 1933 (the "Act") of the offer and exchange by the Company (the "Exchange
Offer") of up to $200,000,000 aggregate principal amount of the Company's 8%
Senior Unsecured Notes due 2012 to be registered under the Act (the "New
Notes"), which New Notes will be guaranteed by each of the guarantors named in
Schedule I hereto (the "Guarantors"), for a like principal amount of the
Company's outstanding 8% Senior Unsecured Notes due 2012 (the "Old Notes"),
which Old Notes have also been guaranteed by the Guarantors. The Old Notes were
issued pursuant to an Indenture, dated December 28, 2006 (the "Indenture"),
between the Company and U.S. Bank National Association, as trustee.
In connection with rendering this opinion, we have examined such corporate
records, certificates and other documents as we have considered necessary for
the purposes of this opinion. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of such latter
documents. As to any facts material to our opinion, we have, when relevant facts
were not independently established, relied upon the aforesaid records,
certificates and documents.
As special counsel to the Company and based upon and subject to the
foregoing, we advise you as follows:
The New Notes have been duly authorized, and when the New Notes have been
duly executed, authenticated and delivered in exchange for the Old Notes in
accordance with the Indenture and the Exchange Offer, the New Notes will be
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
creditors' rights generally (including, without limitation, fraudulent
conveyance laws) and by general principles of equity (including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief,
regardless of whether considered in a proceeding in equity or at law).
The opinions expressed herein apply solely to the laws of the State of
Michigan (the "State") as applied by courts located in the State, without regard
to choice of law, and the federal laws of the United States of America, and we
express no opinion whatsoever with respect to the laws of any other jurisdiction
(including, without limitation, conflict of laws and choice of law issues). We
assume for purposes of the opinions expressed in the preceding paragraph that
the Indenture is governed by and construed in accordance with the law of the
State. Insofar as this opinion relates to matters of law and legal conclusions
governed by the laws of the State of Illinois, we base it on the opinion of
Schmiedeskamp, Robertson, Neu & Mitchell, as evidenced by the opinion of such
firm filed as Exhibit 5.2 to the Registration Statement and the consent in such
opinion to statements made in the Registration Statement in regard to such firm.
Our opinions as to such matters are based on assumptions and subject to the
qualifications and limitation set forth in such opinion letter.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement filed by the Company to register the New Notes under the
Act and to the reference to our Firm under the caption "Legal
Matters" in the prospectus constituting a part of such Registration Statement.
In giving such consent, we do not hereby 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 Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
BODMAN LLP
/s/ Barbara A. Bowman
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By: Barbara A. Bowman, a partner
SCHEDULE I TO OPINION
GUARANTORS
JURISDICTION OF PERCENTAGE OF
NAME OF SUBSIDIARY INCORPORATION OWNERSHIP
- ------------------ --------------- -------------
Titan Marketing Services, Inc. Illinois 100%
Titan Wheel Corporation of Illinois Illinois 100%
Titan Wheel Corporation of Iowa Iowa 100%
Titan Wheel Corporation of South Carolina South Carolina 100%
Titan Wheel Corporation of Virginia Virginia 100%
Titan Investment Corporation Illinois 100%
Titan Tire Corporation Illinois 100%
Titan Tire Corporation of Bryan Ohio 100%
Titan Tire Corporation of Freeport Illinois 100%
Titan Tire Corporation of Natchez Mississippi 100%
Titan Tire Corporation of Texas Texas 100%
Titan Distribution, Inc. Illinois 100%
Dyneer Corporation Delaware 100%
Dico, Inc. Delaware 100%
Automotive Wheels, Inc. California 100%
Nieman's, Ltd. Iowa 100%