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EXHIBIT 5.1
June 11, 1999
Hayes Lemmerz International, Inc.
15300 Centennial Drive
Northville, Michigan 48167
Re: Offer for All Outstanding 8 1/4% Senior Subordinated Notes
Due 2008 in Exchange for 8 1/4% Series B Senior Subordinated
Notes Due 2008 of Hayes Lemmerz International, Inc. -
Registration Statement on Form S-4 (Registration No.333-78697)
Ladies and Gentlemen:
I am the General Counsel of Hayes Lemmerz International, Inc., a
Delaware corporation (the "Company"), and in such capacity, have represented the
Company in connection with the public offering of up to $250,000,000 aggregate
principal amount of 8 1/4% Series B Senior Subordinated Notes Due 2008 (the "New
Notes") of the Company which are to be guaranteed on an unsecured senior
subordinated basis pursuant to guarantees (the "Guarantees" and, together with
the New Notes, the "Securities") by each of Hayes Lemmerz
International-California, Inc., a Delaware corporation ("Hayes California"),
Hayes Lemmerz International-Georgia, Inc., a Delaware corporation ("Hayes
Georgia"), Hayes Lemmerz International-Indiana, Inc., a Delaware corporation
("Hayes Indiana"), Hayes Lemmerz International-Mexico, Inc., a Delaware
corporation ("Hayes Mexico"), HL Ohio Sub, Inc., a Delaware corporation ("HL
Ohio"), Hayes Lemmerz International-Ohio, Inc. an Ohio corporation ("Hayes
Ohio"), and Hayes Lemmerz International-Michigan, Inc., a Michigan corporation
("Hayes Michigan" and, collectively with Hayes California, Hayes Georgia, Hayes
Indiana, Hayes Mexico, HL Ohio and Hayes Ohio, the "Guarantors"). The New Notes
are to be issued pursuant to an exchange offer (the "Exchange Offer") in which
an aggregate principal amount of up to $250,000,000 of the New Notes (the "New
Notes") will be exchanged for a like principal amount of the issued and
outstanding 8 1/4% Senior Subordinated Notes due 2008 that were issued by the
Company in an offering pursuant to Rule 144A of the Securities Act of 1933, as
amended (the "Securities Act"), which closed on December 14, 1998 (the "Old
Notes"). The New Notes are to be governed by an indenture, dated as of December
14, 1998 (the "Indenture"), by and among the Company, the Guarantors, and The
Bank of New York, as trustee (the "Trustee").
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
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Hayes Lemmerz International, Inc.
June 11, 1999
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In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 (Registration No. 333-78697) relating to the Exchange
Offer as filed with the Securities and Exchange Commission (the "Commission") on
May 18, 1999 and Amendment No. 1 thereto to be filed with the Commission on the
date hereof (such Registration Statement, as so amended, is hereinafter referred
to as the "Registration Statement"); (ii) an executed copy of the Registration
Rights Agreement (as defined below); (iii) an executed copy of the Indenture;
(iv) the Certificate or Articles of Incorporation, as the case may be, of the
Company and each of the Guarantors; (v) the By-Laws of the Company and each of
the Guarantors; (vi) certain resolutions adopted by the Board of Directors of
the Company and each of the Guarantors relating to the Exchange Offer, the
issuance of the Old Notes and the New Notes, the Indenture and related matters;
(vii) the Form T-1 of the Trustee filed as an exhibit to the Registration
Statement; and (viii) the form of the New Notes. I have also examined originals
or copies, certified or otherwise identified to our satisfaction, of such
records of the Company and such agreements, certificates of public officials,
certificates of officers or other representatives of the Company and others, and
such other documents, certificates and records as I have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures (other than those of the Company and
the Guarantors and their respective officers), the legal capacity of natural
persons,, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified,
conformed or photostatic copies and the authenticity of the originals of such
latter documents. As to any facts material to the opinions expressed herein
which I have not independently established or verified, I have relied upon
statements and representations of the Company and the Guarantors and their
respective officers and other representatives and of public officials.
In rendering the opinions expressed below, I have assumed, without any
independent investigation or verification of any kind, that:
(a) each of the Indenture, Notes and an executed copy of the
registration rights agreement dated as of December 14, 1998 by and among the
Company, the Guarantors and the initial purchasers of the Old Notes (the
"Registration Rights Agreement") has been duly authorized, executed and
delivered by each party thereto (other than the Company and the Guarantors); and
(b) each of the Indenture, Notes and Registration Rights Agreement
constitutes the valid and binding obligation of each party thereto (other than
the Company and the Guarantors), enforceable against such party (other than the
Company and the Guarantors) in accordance with its terms.
My opinion is also subject to the qualification that certain of the
remedial provisions and waivers with respect to the Guarantees contained in the
Indenture may be unenforceable in whole or in part, but the inclusion of such
provisions does not affect the validity of the Guarantees, each taken as a
whole, and each of the Guarantees, each
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Hayes Lemmerz International, Inc.
June 11, 1999
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taken as a whole, together with applicable law, contains adequate provisions for
the practical realization of the benefits of the guarantee created thereby.
I am admitted to the Bar of the State of Michigan and I express no
opinion as to the laws of any other jurisdiction other than (i) the laws of the
State of Michigan and (ii) the General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, I am of the opinion
that when (i) the Registration Statement becomes effective and the Indenture has
been qualified under the Trust Indenture Act of 1939, as amended, and (ii) the
New Notes have been duly executed by the Company and the Guarantors and
authenticated by the Trustee in accordance with the provisions of the Indenture
and have been delivered upon consummation of the Exchange Offer against receipt
of Old Notes surrendered in exchange therefor in accordance with the terms of
the Exchange Offer, the Registration Rights Agreement and the Indenture, (a) the
New Notes will constitute valid and binding obligations of the Company entitled
to the benefits of the Indenture governing the New Notes, enforceable against
the Company in accordance with its terms, and (b) the Guarantees will constitute
valid and binding obligations of the Guarantors entitled to the benefits of the
Indenture governing the New Notes, enforceable against the Guarantors in
accordance with its terms, in each case, except to the extent that the
enforcement thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws now or
hereafter in effect relating to creditors' rights generally and (2) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity).
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. I also consent
to the reference to me under the caption "Legal Matters" in the Registration
Statement. In giving this consent, I do not thereby admit that I am included in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Patrick B. Carey
Patrick B. Carey