EXHIBIT 5.1
QUARLES & BRADY LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
December 23, 1998
Applied Power Inc.
13000 West Silver Spring Drive
Butler, WI 53007-1093
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration Statement
of Applied Power Inc. (the "Company") on Form S-3 (File No. 333-47493), as
amended (the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), with respect to the proposed offering on a delayed basis pursuant to
Rule 415 under the Act from time to time, together or separately, of up to
$300,000,000 of the Company's (i) unsecured debt securities ("Debt Securities"),
(ii) Cumulative Preferred Stock, par value $1.00 per share, which may be
represented by depositary shares (the "Preferred Stock"), (iii) Class A Common
Stock, par value $.20 per share (the "Class A Common Stock"), (iv) warrants to
purchase Debt Securities, Preferred Stock or Class A Common Stock (the
"Warrants"), (v) stock purchase contracts to purchase Class A Common Stock (the
"Stock Purchase Contracts") and/or (vi) stock purchase units ("Stock Purchase
Units"), each representing ownership of a Stock Purchase Contract and any of (x)
Debt Securities, (y) debt obligations of third parties, including U.S. Treasury
Securities, or (z) Preferred Securities of Applied Power Capital Trust I or
Applied Power Capital Trust II (each, an "Applied Power Trust"), and/or (vii)
the guarantee by the Company of any Preferred Securities issued by each Applied
Power Trust pursuant to a Guarantee Agreement to be executed by the Company (the
"Guarantees"). The Debt Securities, the Preferred Stock, the Class A Common
Stock, the Warrants, the Stock Purchase Contracts, the Stock Purchase Units and
the Guarantees shall be collectively referred to herein as the "Offered
Securities."
We have examined (i) the Registration Statement; (ii) the Company's
Restated Articles of Incorporation and Amended and Restated Bylaws, as amended
to date; (iii) the proposed form of Indenture for Debt Securities (including, as
exhibits, proposed forms of Registered Security and Bearer Security thereunder)
from the Company to The First National Bank of Chicago, as Trustee (the
"Indenture"), providing for the issuance of the Debt Securities from time to
time in one or more series pursuant to the terms of one or more Securities
Resolutions (as defined in the Indenture) creating such series; (iv) other
exhibits to the Registration Statement relating to the Offered Securities; (v)
corporate proceedings of the Company relating to the Registration Statement, the
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Indenture and the transactions contemplated thereby; and (vi) such other
documents, and such matters of law, as we have deemed necessary in order to
render this opinion.
On the basis of and subject to the foregoing, we advise you that, in our
opinion:
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
2. When (i) the Registration Statement has become effective under the
Act, (ii) the terms of any class or series of Offered Securities have
been authorized by appropriate action of the Company in a manner that
would not violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by a court or
a governmental or regulatory body having jurisdiction over the
Company, (iii) any such class or series of Offered Securities has been
duly issued and sold, and payment has been received for such Offered
Securities in the manner contemplated in the Registration Statement
and any prospectus supplement relating thereto, then (a) the Preferred
Stock and Class A Common Stock will be validly issued, fully paid and
nonassessable, subject to the personal liability which may be imposed
on shareholders by statute for debts owing to employees as described
below; and (b) the Debt Securities, the Warrants, the Stock Purchase
Units and the Guarantees will be duly authorized and legally issued
and will constitute valid and binding obligations of the Company
enforceable in accordance with their respective terms subject to (x)
bankruptcy, insolvency, reorganization, fraudulent transfer,
moratorium and other similar laws now or hereafter in effect relating
to or affecting creditors' rights generally, (y) general principles of
equity (regardless of whether considered in a proceeding at law or in
equity) and (z) the qualification that the remedy of specific
performance and injunctive or other forms of equitable relief may be
subject to equitable defenses and to the discretion of the court
before which any proceeding may be brought.
Our opinion with respect to the nonassessability of the Preferred Stock and
the Class A Common Stock is subject to the personal liability which may be
imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law, as judicially interpreted, for debts owing to employees for
services performed, but not exceeding six months service in any one case.
Although Section 180.0622(2)(b) provides that such personal liability of
shareholders shall be "to
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an amount equal to the par value of shares owned by them respectively, and to
the consideration for which their shares without par value was issued," the
Wisconsin Supreme Court, by a split decision without a written opinion, has
affirmed a judgment holding shareholders of a corporation liable under the
substantially identical predecessor statute in effect prior to January 1, 1991
(Section 180.40(6)) for unpaid employee wages to an amount equal to the
consideration for which their par value shares were issued rather than the
shares' lower stated par value. Local 257 of Hotel and Restaurant Employees and
Bartenders International Union v. Wilson Street East Dinner Playhouse, Inc., 126
Wis. 2d 284, 375 N.W.2d 664 (1985) (affirming the 1983 decision of the Circuit
Court for Dane County, Wisconsin, in Case No. 82-CV-0023).
As to the legality of the Preferred Securities to be issued by the Applied
Power Trusts, you are receiving the opinion of Morris, Nichols, Arsht & Tunnell,
special Delaware counsel to the Applied Power Trusts and the Company.
Anthony W. Asmuth III, a partner in our firm, is Corporate Secretary of the
Company.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Certain Legal
Matters" in the Prospectus constituting a part thereof. In giving our consent,
we do not admit that we are "experts" within the meaning of Section 11 of the
Act, or that we come within the category of persons whose consent is required by
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Quarles & Brady LLP
QUARLES & BRADY LLP