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EXHIBIT 5.1
August 26, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Talon Automotive Group, Inc.
Gentlemen:
We are acting as counsel to Talon Automotive Group, Inc., a Michigan
corporation (the "Company"), in connection with an exchange offer pursuant to
which the Company is offering to exchange up to an aggregate principal amount
of $120 million of its 9 5/8% Senior Subordinated Notes due 2008, Series B (the
"New Notes") for up to an aggregate principal amount of $120 million of its
outstanding 9 5/8% Senior Subordinated Notes due 2008, Series A (the "Old
Notes"). The New Notes are described in a Registration Statement on Form S-4
(the "Registration Statement") filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.
We have relied upon certificates of public officials and officers of the
Company, and upon the representations and warranties of the Company in the
Purchase Agreement, the Indenture, and the Guarantees with respect to the
factual matters contained therein and have not independently undertaken to
investigate or verify the same. We have also relied upon the opinion of Timmis
& Inman L.L.P. with respect to (i) the due organization, valid existence, and
due corporate and legal authority of the Company, and (ii) the due
authorization, execution and delivery by the Company of the New Notes in
exchange for the Old Notes.
Based upon our examination of such corporate records and other documents
and certificates as we deemed it necessary to examine, it is our opinion that
the New Notes, when issued, authenticated and delivered, will constitute the
valid and binding obligation of the Company enforceable according to their
terms and the terms of the Indenture dated as of April 28, 1998 between the
Company and U.S. Bank Trust National Association, as Trustee (the "Indenture").
The foregoing opinion is limited solely to the Federal laws of the United
States, the laws of the State of Michigan, and, with respect to the above
paragraph, the laws of the State of New York. We are expressing no opinion as
to the effect of the laws of any other jurisdiction and we have, with your
consent, with respect to the laws of the State of New York, relied upon the
opinion of Cahill Gordon & Reindel, attached as Exhibit A hereto, as to the
matters set forth in the above paragraph.
The enforceability of the rights and remedies of the parties to the
New Notes and the Indenture are subject to (i) the effect of any applicable
bankruptcy, insolvency, moratorium,
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reorganization, fraudulent conveyance, or other similar laws affecting creditors
rights generally and subject to the applicability of general principles of
equity, including the discretionary nature of specific performance, injunctive
relief, or other equitable remedies and the appointment of a receiver, and (ii)
any limitation on rights of indemnity and contribution thereunder imposed by
federal or state securities laws or principles of public policy.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our firm name under the caption "Legal
Matters" in the related Prospectus.
Very truly yours,
Dickinson Wright PLLC
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EXHIBIT A
[CAHILL GORDON & REINDEL LETTERHEAD]
August 26, 1998
Dickinson Wright PLLC
500 Woodward Avenue
Suite 4000
Detroit, MI 48226
Re: Talon Automotive Group, Inc.
Gentlemen:
We are acting as New York special counsel to Talon Automotive Group,
Inc., a Michigan corporation (the "Company"), in connection with an exchange
offer pursuant to which the Company is offering to exchange up to an aggregate
principal amount of $120 million of its 9 5/8% Senior Subordinated Notes due
2008, Series B (the "New Notes") for up to an aggregate principal amount of
$120 million of its outstanding 9 5/8% Senior Subordinated Notes due 2008,
Series A. The New Notes are described in a Registration Statement on Form S-4
(the "Registration Statement") filed by the Company which the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act").
In rendering the opinions set forth herein, we have examined originals,
photocopies or conformed copies, certified to our satisfaction, of all such
corporate records, agreements, instruments or documents of the Company and have
made such other investigations, as we have deemed necessary, in connection with
the opinions set forth herein. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals and the conformity to originals of all documents submitted to
us as photocopies or conformed copies.
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CAHILL GORDON & REINDEL
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Based on the foregoing, we are of the opinion that as of the date
hereof, assuming the New Notes are duly authorized, executed and issued by the
Company and assuming due authentication thereof by the Trustee, the New Notes,
when issued, authenticated and delivered, will constitute the valid and binding
obligations of the Company enforceable in accordance with their terms and the
terms of the Indenture dated as of April 28, 1998 between the Company and U.S.
Bank Trust National Association, as Trustee, except that (A) the enforceability
thereof may be subject to bankruptcy, insolvency, moratorium, reorganization,
fraudulent conveyance, or other similar laws now or hereafter in effect relating
to or affecting creditors rights and remedies generally and (B) the remedy of
specific performance and injunctive and other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought, and subject to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).
We are members of the Bar of the State of New York and do not purport
to be experts in, or to express any opinion concerning the laws of any
jurisdiction other than the laws of the State of New York.
This opinion is solely for your benefit in connection with your acting
as counsel to the Company in connection with the Registration Statement and your
opinion included as Exhibit 5.1 thereto (and for purposes of your opinion, you
may rely upon, and make appropriate reference in the Registration Statement to,
this opinion). Except as provided in the immediately preceding sentence, this
opinion may not be delivered to, used or relied upon for any other purpose or by
any other person without our prior written consent.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In giving such consent, we do not
thereby admit that we are within the category of persons whose consent is
required by Section 7 of the Act and the rules and regulations thereunder.
Very truly yours,
Cahill Gordon & Reindel