EXHIBIT 5.1
[FEDERAL-MOGUL CORPORATION LETTERHEAD]
April 22, 1999
Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan 48034
Ladies and Gentlemen:
I am Associate General Counsel of Federal-Mogul Corporation, a Michigan
corporation (the "Company"). I refer to the filing by the Company with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (Registration No. 333-74661) (the "Registration
Statement"), relating to (i) shares of common stock of the Company ("Common
Stock"), (ii) shares of preferred stock of the Company ("Preferred Stock"),
(iii) debt securities of the Company, which may be senior debt securities (the
"Senior Debt Securities") or subordinated debt securities (the "Subordinated
Debt Securities," together with the Senior Debt Securities, the "Debt
Securities") and (iv) guarantees by certain subsidiaries of the Company of the
Debt Securities (the "Guarantees"). The Common Stock, Preferred Stock, Debt
Securities and Guarantees are referred to herein collectively as the "Offered
Securities." The Offered Securities being registered under the Registration
Statement will have an aggregate initial offering price of up to $2,500,000,000
or the equivalent thereof in foreign currencies or composite currencies and will
be offered on a continued or delayed basis pursuant to the provisions of Rule
415 under the Securities Act of 1933, as amended (the "Act").
The Common Stock will be issued pursuant to the Articles of Incorporation,
as amended. The Preferred Stock will be issued pursuant to a Certificate of
Designations (the "Certificate of Designations") relating to a particular
series of Preferred Stock. Unless otherwise provided in any prospectus
supplement forming a part of the Registration Statement relating to a particular
series of Debt Securities, the Senior Debt Securities will be issued under an
Indenture (the "Senior Indenture") to be entered into between the Company and
The Bank of New York, as Trustee, and the Subordinated Debt Securities will be
issued under an Indenture (the "Subordinated Indenture") to be entered into
between the Company and The Bank of New
York, as Trustee. The Guarantees will be executed by the following subsidiaries
of the Company in connection with the issuance by the Company of Debt
Securities: Federal-Mogul Dutch Holdings Inc., Federal-Mogul Global Inc.,
Federal-Mogul U.K. Holdings Inc., F-M UK Holdings Limited, Carter Automotive
Company, Inc., Federal-Mogul Venture Corporation, Federal-Mogul World Wide,
Inc., Federal-Mogul Global Properties, Inc., Felt Products Mfg. Co., Federal-
Mogul Ignition Company, Federal Mogul Products, Inc. and Federal-Mogul Aviation,
Inc. (collectively, the "Guarantors").
I have reviewed the originals or copies certified or otherwise identified
to my satisfaction of all such corporate records of the Company and the
Guarantors and such other instruments and other certificates of public
officials, officers and representatives of the Company, the Guarantors and such
other persons, and I have made such investigations of law, as I have deemed
appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, I have assumed the authenticity
of all documents submitted to me as originals and the conformity to the
originals of all documents submitted to me as copies. In addition, I have
assumed and have not verified the accuracy as to factual matters of each
document I have reviewed.
Based upon the foregoing, and assuming that (i) the Registration Statement
and any amendments thereto (including post-effective amendments) will have
become effective and comply with all applicable laws at the time the Offered
Securities are offered or issued as contemplated by the Registration Statement;
(ii) a prospectus supplement and/or pricing supplement will have been prepared
or filed with the Commission describing the Offered Securities offered thereby
and will comply with all applicable laws; (iii) all Offered Securities will be
issued and sold in compliance with applicable federal and state laws and in the
manner stated in the Registration Statement and the appropriate prospectus
supplement and/or pricing supplement; (iv) any definitive purchase, underwriting
or similar agreement and any other necessary agreement with respect to any
Offered Securities offered or issued will have been duly authorized and validly
executed and delivered by the parties thereto; (vi) the Offered Securities will
be sold and delivered at the price and in accordance with the terms of such
agreement and as set forth in the Registration Statement and the prospectus
supplement(s) and/or pricing supplement(s) referred to therein; (vii) the
Company and each Guarantor will authorize the offering and issuance of the
Offered Securities and the terms and conditions thereof and will take any other
appropriate additional corporate action; and (viii) certificates representing
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the Offered Securities will have been duly executed and delivered and, to the
extent required, authenticated, I am of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Michigan.
2. The shares of Common Stock will, upon issuance against payment therefor
in the manner described in the Registration Statement, be validly issued, fully
paid and nonassessable.
3. The shares of Preferred Stock will, upon issuance against payment
therefor, be validly issued, fully paid and nonassessable.
4. The Debt Securities to be issued under either the Senior Indenture or
the Subordinated Indenture, assuming the (i) due qualification of the Trustee
and the applicable Indenture under the Trust Indenture Act of 1939 and (ii) due
authorization, execution and delivery of the applicable Indenture by the
Trustee, will, upon issuance against payment therefor, be legal, valid and
binding obligations of the Company and will be entitled to the benefits of the
applicable Indenture.
5. Each Guarantor has been duly incorporated and is validly existing as a
corporation in good standing under the laws of its state of incorporation and
the execution and delivery of its Guarantee has been duly authorized by all
necessary corporate action and such Guarantee will be its legal, valid and
binding obligation.
Insofar as my opinion relates to the validity, binding effect or
enforceability of any agreement or obligation of the Company or any Guarantor,
it is subject to applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws affecting creditors' rights
generally from time to time in effect and subject to general principles of
equity, regardless of whether such is considered in a proceeding in equity or at
law.
The foregoing opinions are limited to the federal laws of the United States
of America and the law of the State of Michigan.
I hereby consent to the use of my name in the prospectuses and prospectus
supplements constituting a part of the Registration Statement under the heading
"Legal Matters" as counsel for the Company who has passed upon the legality of
the Common Stock, Preferred Stock, the Debt Securities and the Guarantees being
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registered by the Registration Statement and as having prepared this opinion,
and to the use of this opinion as a part (Exhibit 5.1) of the Registration
Statement. In giving such consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of the Act or the
Rules and Regulations of the Commission thereunder.
Sincerely,
/s/ David M. Sherbin
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David M. Sherbin, Esq.
Associate General Counsel
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