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EXHIBIT 5.2
[TIMMIS & INMAN L.L.P. LETTERHEAD]
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 have acted as counsel to Talon Automotive Group, Inc., a Michigan
corporation (the "Company"), in connection with the 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 Registration Statement on Form S-4
(the "Registration Statement"), to be filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended.
In connection with such representation, we have examined and are
familiar with the following:
1. Certified copies of the Articles of Incorporation of the
Company, as amended, and resolutions adopted by the Board of
Directors of the Company on April 28, 1998, relating to the
issuance and exchange of the New Notes for the Old Notes; and
2. Such other certificates of officers of the Company and public
officials and other documents and records as we have considered
necessary and appropriate for us to examine in connection with
the opinions set forth herein.
We have, with your permission, relied upon and assumed the accuracy of
all records of the Company made available to us, certificates of public
officials, certificates and statements of officers and representatives of the
Company, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, the authenticity of all documents submitted
to us as originals, the completeness of such documents and the genuineness of
all signatures. We have also assumed, without independent verification, the
legal capacity of all natural persons. Except as otherwise expressly set
forth herein, we have not reviewed any files or records of the Company, made
any
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TIMMIS & INMAN L.L.P.
Securities and Exchange Commission 2
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inquiries of the Company or any search of public records or conducted any other
investigation concerning the matters referred to herein.
Based upon the foregoing, and subject to the other qualifications set
forth herein, it is our opinion that the New Notes have been duly authorized by
the Company for issuance in exchange for the Old Notes.
Our opinions herein contained are subject to each of the following
additional qualifications:
(a) We are qualified to practice law only in the State of
Michigan and we express no opinion concerning the applicability or
effect of any laws other than the laws of the State of Michigan and
the federal law of the United States;
(b) We express no opinion as to the enforceability of the
obligations under any document or agreement, or the availability of
any right or remedy under any document or agreement; and
(c) We express no opinion with respect to the effect of any
state or federal securities laws or regulations which may be
applicable to this transaction.
This letter is effective only as of the date hereof and does not
contemplate, nor is any opinion given, with respect to a subsequent change in
law or fact. In this regard, we expressly decline any undertaking to advise
you of any matter arising subsequent to the date hereof (including, but not
limited to, the existence of any fact or circumstance, the enactment of any law
or regulation or the issuance of any other, writ, judgment or decree) which
would cause us to amend any portion of the foregoing in whole or in part. We
hereby consent to the use of this opinion as Exhibit 5.2 to the Registration
Statement and to the use of our firm name under the caption "Legal Matters" in
the related Prospectus.
Very truly yours,
TIMMIS & INMAN L.L.P.
Richard M. Miettinen