EXHIBIT 5
---------
[FEDERAL-MOGUL CORPORATION LETTERHEAD]
June 29, 1999
Federal Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan 48034
Re: 7-3/8% Notes Due 2006
7-1/2% Notes Due 2009
Ladies and Gentlemen:
I am the Associate General Counsel and Secretary of Federal-Mogul
Corporation, a Michigan corporation (the "Company"). Reference is made to the
Registration Statement on Form S-4 (the "Registration Statement") being filed by
the Company and Federal-Mogul Dutch Holdings Inc., a Delaware corporation,
Federal-Mogul Global Inc., a Delaware corporation, Federal-Mogul U.K. Holdings
Inc., a Delaware corporation, Carter Automotive Company, Inc., a Delaware
corporation, Federal-Mogul Venture Corporation, a Nevada corporation, Federal-
Mogul World Wide, Inc., a Michigan corporation, Federal-Mogul Global Properties,
Inc., a Michigan corporation, Felt Products Mfg. Co., a Delaware corporation,
F-M UK Holding Limited, a United Kingdom corporation, Federal-Mogul Ignition
Company, a Delaware corporation, Federal-Mogul Products, Inc., a Missouri
corporation and Federal-Mogul Aviation, Inc., a Delaware corporation
(collectively, the "Guarantors") with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration of $400,000,000 aggregate principal amount
of the Company's 7-3/8% Notes due 2006 and $600,000,000 aggregate principal
amount of the Company's 7-1/2% Notes due 2009 (collectively, the "Exchange
Notes") for the purpose of effecting an exchange offer (the "Exchange Offer") of
the Exchange Notes for the Company's outstanding 7-3/8% Notes due 2006 and the
Company's outstanding 7-1/2% Notes due 2009 (collectively, the "Old Notes"). The
Guarantors will issue guarantees (collectively, the "Guarantees") of the
obligations of the Company under the Exchange Notes. The Exchange Notes and the
Guarantees are to be issued pursuant to the Indenture dated as of January 20,
1999 (the "Indenture") among the Company, the Guarantors and The Bank of New
York, as trustee (the "Trustee").
I have reviewed the originals or copies certified or otherwise
identified to my satisfaction of all such corporate records of the Company and
such other instruments and other certificates of public officials, officers and
representatives of the Company 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)
remains effective and complies with all applicable laws at the time the Exchange
Notes and the Guarantees (together, the "Offered Securities") are offered or
issued as contemplated by the Registration Statement; (ii) all Offered
Securities will be offered, issued and delivered in compliance with applicable
federal and state laws and in the manner stated in the Registration Statement
and the prospectus referred to therein; (iii) 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 (iv) certificates representing 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 and each of the Guarantors is a corporation
existing and in good standing under the laws of its jurisdiction of
incorporation.
2. The Company had corporate power and authority to execute and
deliver the Indenture at the time of its execution and delivery and has
corporate power and authority to authorize and issue the Exchange Notes.
3. Each of the Guarantors had corporate power and authority to
execute and deliver the Indenture at the time of its execution and delivery and
has corporate power and authority to authorize and issue the Guarantee to be
issued by such Guarantor.
4. The Exchange Notes will be legally issued and binding
obligations of the Company, and each Guarantee will be the legally issued and
binding obligation of the Guarantor issuing such Guarantee (except to the extent
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws affecting
the enforcement of creditors' rights generally and by the effect of general
principles of equity, regardless of whether enforceability is considered in a
proceeding in equity or at law) when (i) the Registration Statement, as finally
amended, shall have become effective under the Securities Act and the Indenture
shall have been qualified under the Trust Indenture Act of 1939, as amended,
(ii) the Old Notes shall have been tendered to and accepted by the Company and
(iii) the Exchange Notes shall have been duly executed and authenticated, and
the Guarantees shall have been duly executed, as provided in the Indenture and
the resolutions of the Board of Directors (or authorized committee thereof) of
the Company and each of the Guarantors authorizing the foregoing.
I do not find it necessary for purposes of this opinion to cover, and
accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the issuance of the Exchange Notes and
the Guarantees. For purposes of the opinion in
paragraph 1, I have relied exclusively upon recent certificates issued by the
appropriate government official of the jurisdiction of incorporation of the
Company and each Guarantor.
The foregoing opinions are limited to the federal laws of the United
States of America.
I hereby consent to the use of my name in the prospectus 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 Offered
Securities being registered by the Registration Statement and as having prepared
this opinion, and to the use of this opinion as a part (Exhibit 5) 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
Securities Act or the Rules and Regulations of the Commission thereunder.
Sincerely,
/s/ David M. Sherbin
----------------------------------------
David M. Sherbin, Esq.
Associate General Counsel