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EXHIBIT 5.1
[DYKEMA GOSSETT LETTERHEAD]
April 5, 1999
Oxford Automotive, Inc.
1250 Stephenson Highway
Troy, Michigan 48083
Re: Registration Statement on S-4 in connection with the Exchange
Offer of 10 1/8% Senior Subordinated Notes Due 2007, Series D
for 10 1/8% Senior Subordinated Notes Due 2007, Series A, B and C
Ladies and Gentlemen:
We have acted as counsel for Oxford Automotive, Inc., a Michigan
corporation (the "Company") and Lobdell Emery Corporation, a Michigan
corporation, Winchester Fabrication Corporation, a Michigan corporation,
Creative Fabrication Corporation, a Tennessee corporation, Parallel Group
International, Inc., an Indiana corporation, Laserweld International LLC, an
Indiana limited liability company, Concept Management Corporation, a Michigan
corporation, Lewis Emery Capital Corporation, a Michigan corporation, Howell
Industries, Inc., a Michigan corporation, RPI Holdings, Inc., a Michigan
corporation, RPI, Inc., a Michigan corporation, Prudenville Manufacturing, Inc.,
a Michigan corporation, Oxford Suspension, Inc., a Michigan corporation, OASP,
Inc., a Michigan corporation and OASP II, Inc., a Michigan corporation (each a
"Subsidiary Guarantor" and together the "Subsidiary Guarantors") in connection
with the preparation and filing with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), of a Registration
Statement on Form S-4 (the "Registration Statement") relating to the Exchange
Offer by the Company of up to $200,000,000 aggregate principal amount of 10 1/8%
Senior Subordinated Notes due 2007, Series D (the "Notes") for $125,000,000
aggregate of 10 1/8% Senior Subordinated Notes due 2007, Series A, $35,000,000
aggregate of 10% Senior Subordinated Notes due 2007, Series B and $40,000,000
aggregate of 10 1/8% Senior Subordinated Notes due 2007, Series C. The Notes are
to be issued pursuant to an Indenture (the "Indenture") by and among the Company
and U.S. Bank Trust National Association, as Trustee.
In so acting, we have examined and relied upon the originals, or copies
certified or otherwise identified to our satisfaction, of such company records,
documents, certificates and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinions expressed below.
Based upon the foregoing, we are of the opinion that:
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[DYKEMA GOSSETT LETTERHEAD]
Oxford Automotive, Inc.
April 5, 1999
Page 2
1. The Notes, when executed and authenticated in
accordance with the terms of the Indenture, and upon
issuance in accordance with the terms of the Exchange
Offer in the Prospectus constituting a part of the
Registration Statement, will be valid and binding
obligations of the Company, enforceable against the
Company in accordance with their terms, except as (a)
the enforceability thereof may be limited by or
subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other
similar laws now or hereafter affecting creditors'
rights generally and (b) rights of acceleration and
the availability of equitable remedies may be limited
by equitable principles of general applicability.
2. Each guaranty of the Subsidiary Guarantors, when
executed and authenticated in accordance with the
terms of the Indenture, and upon issuance in
accordance with the terms of the Exchange Offer in
the Prospectus constituting a part of the
Registration Statement, will be a valid and binding
obligation of each Subsidiary Guarantor, enforceable
against such Subsidiary Guarantor in accordance with
its terms, except as (a) the enforceability thereof
may be limited by or subject to bankruptcy,
insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws now or hereafter
affecting creditors' rights generally and (b) rights
of acceleration and the availability of equitable
remedies may be limited by equitable principles of
general applicability.
In rendering the opinions set forth above, we have assumed that the
laws of the State of New York as to the enforceability of the Notes and the
guaranties of the Subsidiary Guarantors are not different from the laws of the
State of Michigan (excluding the choice of law rules).
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement, 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 Act or the rules or regulations thereunder or that this
consent is required by Section 7 of the Act.
Very truly yours,
DYKEMA GOSSETT PLLC
/s/ Dykema Gossett PLLC