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EXHIBIT 5.2
[FASKEN CAMPBELL GODFREY LETTERHEAD]
August 4, 1997
Oxford Automotive
2000 N. Woodward Avenue
Bloomfield Hills, Michigan
U.S.A. 48304
Attention: The President
Dear Sirs:
U.S. $125,000,000 10 1/8% Senior Subordinated Guaranteed Notes
Due 2007, to be issued and sold by Oxford Automotive, Inc.
We have acted as Ontario counsel for BMG North America Limited ("BMG") in
connection with the execution and delivery by it of certain documents relating
to the issue and sale by Oxford Automotive, Inc. ("OXFORD AUTOMOTIVE") of U.S.
$125,000,000 10 1/8% Senior Subordinated Notes Due 2007 (the "OLD NOTES") and
in connection with the offer by Oxford Automotive (the "EXCHANGE OFFER") to
exchange its 101/8% Senior Subordinated Notes Due 2007 (the "EXCHANGE NOTES",
and together with the Old Notes, the "NOTES") for any and all of the
outstanding Old Notes.
The Old Notes have been, and the Exchange Notes will be, issued pursuant to (i)
an Indenture (the "INDENTURE") dated as of June 15, 1997 between Oxford
Automotive, certain of its subsidiaries as guarantors and First National Trust
Association as trustee for the holders of the Notes (the "TRUSTEE"), (ii) a
Purchase Agreement (the "PURCHASE AGREEMENT") dated June 19, 1997 among Oxford
Automotive, certain of its subsidiaries as guarantors, Salomon Brothers Inc. and
certain other representatives of purchasers of the Old Notes (all such
purchasers pursuant to the Purchase Agreement being collectively referred to as
the "PURCHASERS"), and (iii) a Registration Agreement (the "REGISTRATION
AGREEMENT") dated June 24, 1997, among Oxford Automotive, each of the
guarantors and certain representatives of the Purchasers.
We have also acted as Ontario counsel for each of BMG and BMG Holdings Inc.
("HOLDINGS") in connection with the giving of certain guarantees (each, a
"GUARANTEE") of Oxford Automotive's obligations
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under the Indenture, the Purchase Agreement, the Registration Agreement and the
Notes (collectively, the "DOCUMENTS"). (BMG and Holdings are herein
collectively called the "GUARANTORS", and individually called a "GUARANTOR".)
The opinions given in this letter are limited to the law applicable in the
Province of Ontario, and the statutes and regulations of the Province of Ontario
and of Canada applicable in Ontario (collectively, "Ontario Law").
Accordingly, we do not express any opinion with respect to the laws of any
jurisdiction other than Ontario Law in force as at the date of this opinion
letter.
We have made the following assumptions specific to this transaction:
(A) under New York Law, the chosen governing law of each of the
Documents,
(i) none of the documents imposes any obligation, liability or
indebtedness, whether actual or contingent, present or
future, primary or secondary (collectively, "LIABILITIES") on
any of the Guarantors in relation to any Liabilities of any
other person, other than Liabilities of Oxford Automotive in
respect of the Notes, and
(ii) none of the Documents creates any mortgage, charge, lien,
encumbrance, security interest or other right in the
way of security in or on any real or personal property of
either Guarantor, except in relation to its Guarantee;
(B) Each party to the Documents is a body corporate duly organized and
incorporated and validly existing under the laws of its
jurisdiction of incorporation, has all requisite capacity, power and
authority to execute, deliver and perform each of the Documents to
which it is a party, has taken all necessary corporate, statutory,
regulatory and other action to authorize the execution, delivery and
performance by it of each such Document and duly authorized signing
officers of each such party have executed and delivered each such
document (other than the Exchange Notes) on each such party's behalf in
accordance with all applicable laws;
(c) the Trustee and each of the Purchasers is resident in a jurisdiction
outside of Canada and does not have a permanent establishment or
tangible assets in Canada, a representative office in Canada, or
employees ordinarily resident in Canada, and, while the Trustee and
some of the Purchasers or their representatives may have discussed
financing proposals in Canada or may have discussed the financing
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contemplated by the documents in general terms in Canada with Oxford
Automotive and the Guarantors (or any of them), none of the
Trustee and the Purchasers conducted negotiations in Canada with Oxford
Automotive and the Guarantors (or any of them) with respect to the
Documents or the transactions contemplated thereby and the decision of
the Trustee and each of the Purchasers to participate in such
transactions was not made in Canada;
(D) the foregoing assumptions in this letter, are true accurate and complete
with respect to the matters addressed in them as of the time and date of
execution of the Exchange Notes by the issuers thereof, and there has
been no change in Ontario Law or any other applicable law, or the facts
assumed by or known to us at the date thereof; and
(E) the Exchange Notes will be duly executed and delivered by Oxford
Automotive in accordance with all applicable laws and in the form or
substantially in the form of the Note set out in a Schedule or Exhibit
to the Indenture, and on each date of execution and delivery of an
Exchange Note, each Guarantor will be a wholly-owned subsidiary (for the
purposes of section 20 of the Ontario Business Corporations Act) of
Oxford Automotive.
Based upon and relying on the foregoing and subject to the assumptions and
qualifications set out herein, we are of the opinion that:
1. An action to enforce each Guarantee could be commenced by the Trustee in
a court of competent jurisdiction in the Province of Ontario (an
"ONTARIO COURT"), in which event an Ontario Court would recognize the
choice of the laws of the State of New York ("NEW YORK LAW") as a valid
choice of law to govern the Guarantee and would apply New York Law to
all issues that an Ontario Court characterized as substantive under the
conflict of laws' rules of Ontario Law, assuming that:
(a) such choice of law is legal under New York Law;
(b) such choice of law was made bona fide, and, without limiting the
foregoing, such choice of law was not made for the purpose of
avoiding the mandatory laws of any other jurisdiction;
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(c) there is no reason for avoiding such choice of law on the grounds
of public policy in the Province of Ontario as determined by an
Ontario Court;
(d) New York Law is not an assertion of sovereign power of a political
nature by the State of New York or the United States of America; and
(e) New York Law was specifically pleaded and proved as a question of
fact before the Ontario Court.
An Ontario Court will, however, apply Ontario Law to those issues that the
Ontario Court characterizes as procedural or administrative under the
conflict of laws' rules of Ontario Law. No opinion is expressed as to
whether remedies available under New York Law would be available from an
Ontario Court.
2. Any judgment (a "NEW YORK JUDGMENT") against any of the Guarantors in
any action taken in the courts of the State of New York (the "NEW YORK
COURT") to enforce a payment obligation of that Guarantor under its
Guarantee would be recognized and enforced by an Ontario Court in a
separate Ontario action without re-examination of the merits of the New
York action, if each of the following criteria is satisfied:
(a) the New York Judgment is for a debt or fixed sum of money other
than a judgment in proceedings of a revenue, expropriatory, penal,
criminal or similar nature;
(b) the New York Judgment is final, conclusive and enforceable where
rendered;
(c) the New York Court that renders the New York Judgment has
jurisdiction over the Guarantor and the subject matter of its
Guarantee;
(d) the New York Judgment does not conflict with another final and
conclusive judgment in the same cause of action;
(e) the New York Judgment is not obtained by fraud or trick;
(f) the claim for relief on which the New York Judgment is based and
enforcement of the New York Judgment in
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Ontario are not repugnant to public under Ontario Law;
(g) the New York Court rendering the New York Judgement is impartial
and provides procedures compatible with the due process standards
of an Ontario Court, and without limiting the foregoing:
(i) the proceedings leading to the New York Judgment are
not contrary to the rules of natural justice, and
(ii) the relevant Guarantor received sufficent notice of the
proceedings in the New York Court to enable it to defend
the action in which the New York Judgment is rendered;
(h) if the New York Judgment is obtained by default, there has been
no manifest error in the granting of such judgment;
(i) the proceedings in the New York Court are not contrary to an
agreement between the parties under which the dispute in question
is to be settled otherwise than by proceedings in the New York
Court;
(j) if the jurisdiction in the New York Court is based on personal
service alone, the New York Court is not a seriously inconvenient
forum for the trial of the action;
(k) the procedural rules for commencement and maintenance of the
enforcement proceedings in Ontario are observed;
(l) no new, admissible evidence relevant to the New York Judgment is
discovered before the Ontario Court renders judgment;
(m) no order restricting enforcement of the New York Judgment has
been made by the Attorney General of Canada under the Foreign
Extraterritorial Measures Act (Canada);
(n) no order has been made by the Competition Tribunal established
under the Competion Act (Canada) restricting implementation of
the New York Judgment as
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adversely affecting competition in Canada or domestic or
foreign trade and commerce in Canada; and
(o) the action to enforce the New York Judgment in an Ontario court
is commenced within six years of the date of such judgment.
3. The express submission by each Guarantor to the non-exclusive
jurisdiction of a New York Court in respect of its Guarantee would be
regarded by an Ontario Court as sufficient under Ontario Law to grant
personal jurisdiction over the Guarantor to a New York Court. Under
Ontario Law, an Ontario Court would recognize that a New York Court
has jurisdiction over the subject matter of the relevant Guarantee.
4. None of the Guarantors is entitled to any sovereign immunity under
Ontario Law.
The opinions expressed above are subject to the following qualifications:
(a) the enforceability of each Guarantee or any judgment (including,
without limitation, any New York Judgment) arising out of or in
connection with each Guarantee may be limited by applicable bankruptcy,
insolvency, winding-up, reorganization, arrangement, moratorium or
other laws affecting creditors' rights generally. Without limiting the
generality of the foregoing,
(i) the ability to recover or claim for certain costs or expenses
may be subject to judicial discretion,
(ii) section 347 of the Criminal Code (Canada) prohibits the payment
of "interest" at a "criminal rate" (as such terms are defined
therein),
(iii) any action on any Guarantee may be proscribed by the Limitations
Act (Ontario) after the applicable limitation period has
expired, and
(iv) a money judgment by an Ontario court may be awarded only in
Canadian currency and may be based on a rate of exchange in
existence on a date other than the date of payment;
(b) the enforceability of each Guarantee may be limited by general
principles of equity, and no opinion is given as to any specific
remedy that may be granted, imposed or rendered (including equitable
remedies such as specific performance and injunction);
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(c) an Ontario Court reserves the right to decline jurisdiction in any
action relating to a Guarantee on the basis that Ontario is an
inconvenient forum or if concurrent proceedings are being brought
elsewhere, notwithstanding any waiver of the right to raise such
objection or defence in the Documents;
(d) provisions in any Document permitting service of legal process by
posting or transmission of copies thereof in accordance with the notice
clause of such document may not be recognized as good service by an
Ontario court;
(e) section 4 of the Interest Act (Canada) may restrict the amount of
interest payable by the Guarantors to the rate or percentage of five per
cent per annum; and
(f) no opinion is expressed in this letter on the effect of the securities
laws of the Province of Ontario on any of the Documents or on the
Exchange Offer.
We hereby consent to the use of this opinion as an Exhibit to the Registration
Statement on Form S-4 (the "REGISTRATION STATEMENT") relating to the Exchange
Offer, and to the reference to our firm under the heading "Legal Matters" in
the Prospectus constituting a part of the Registration Statement. In giving
such consent, we do not concede that we are experts within the meaning of
the Securities Act of 1933 or the rules or regulations thereunder, or that this
consent is required by Section 7 of that Act.
Yours truly,
FASKEN CAMPBELL GODFREY
/s/ Fasken Campbell Godfrey