EXHIBIT 5.2
OPINION OF SCHMIEDESKAMP, ROBERTSON, NEU & MITCHELL
[SCHMIEDESKAMP, ROBERTSON, NEU & MITCHELL 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 Illinois counsel for the Company, we are of the opinion that:
1. 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).
2. 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 provisions of the Indenture applicable to the Guarantors (including
the guarantee of the new notes pursuant to the Indenture) will be the legally
valid and binding obligations of the Guarantors, enforceable against the
Guarantors 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).
We are members of the Bar of the State of Illinois and our opinions herein
are limited to matters of the laws of the State of Illinois and the federal law
of the United States, and we express no opinions regarding federal securities
law or the law of other state jurisdictions. With respect to matters involving
Guarantors incorporated outside the State of Illinois, we have assumed for
purposes of this opinion that the laws of the State of Illinois were applicable.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the
Registration Statement filed by the Company to register the Common Stock 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.
A copy of this opinion may be delivered to Bodman LLP in connection with
its opinion filed as Exhibit 5.1 to the Registration Statement and Bodman LLP
may rely on this opinion as if it were addressed and had been delivered by us to
it on the date hereof.
Very truly yours,
SCHMIEDESKAMP, ROBERTSON, NEU & MITCHELL
/s/ William M. McCleery, Jr.
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By: William M. McCleery, Jr.
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%