Exhibit 5.1
[Letterhead of Covington & Burling]
September 18, 2002
JLG Industries, Inc.
1 JLG Drive
McConnellsburg, PA 17233-9533
Ladies and Gentlemen:
We are acting as counsel in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), pursuant to the Registration
Statement on Form S-4 File No. 333-99217, as amended to the date hereof (as so
amended, the "Registration Statement") filed with the Securities and Exchange
Commission, of the offer and sale of (a) $175,000,000 in aggregate principal
amount of 8 3/8% Senior Subordinated Notes due 2012 (the "Exchange Notes") of
JLG Industries, Inc., a Pennsylvania corporation (the "Company"), and (b)
Guarantees of the Exchange Notes (together with the Exchange Notes, the
"Securities") by Access Financial Solutions, Inc., a Maryland corporation,
Fulton International, Inc., a Delaware corporation, JLG Equipment Services,
Inc., a Pennsylvania corporation, JLG Manufacturing, LLC, a Pennsylvania limited
liability company, Gradall Industries, Inc., a Delaware corporation, and The
Gradall Company, an Ohio corporation (collectively the "Note Guarantors"), in
each case to be issued pursuant to the Indenture dated as of June 17, 2002 (the
"Indenture"), among the Company, the Note Guarantors, and The Bank of New York,
as trustee (the "Trustee").
We have reviewed such corporate records, certificates and other
documents, and such questions of law, as we have considered necessary or
appropriate for the purposes of this opinion. We have assumed that all
signatures are genuine, that all documents submitted to us as originals are
authentic, that all copies of documents submitted to us conform to the
originals, and that the Exchange Notes have been duly authenticated by the
Trustee for the Exchange Notes as provided in the Indenture for the Exchange
Notes. We have assumed that each of the Company, the Note Guarantors, and the
Trustee is duly organized, validly existing, and in good standing under the laws
of its jurisdiction of incorporation.
We have relied as to certain matters on information obtained from
public officials, officers of the Company, and other sources believed by us to
be responsible.
Based upon the foregoing, and subject to the qualifications set forth
herein, we are of the opinion that the Securities constitute the valid and
binding obligations of the Company and the Note Guarantors, respectively,
enforceable against the Company and the Note Guarantors in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general applicability relating to or affecting
creditors' rights and to general equity principles.
The foregoing opinion is subject to the qualifications that we express
no opinion as to (i) waivers of defenses or statutory or constitutional rights
or waivers of unmatured claims or rights, (ii) rights to indemnification,
contribution or exculpation to the extent that they purport to indemnify any
party against, or release or limit any party's liability for, its own breach or
failure to comply with statutory obligations, or to the extent such provisions
are contrary to public policy, or (iii) rights to collection or liquidated
damages or penalties on overdue or defaulted obligations.
We are members of the bar of the State of New York. We do not purport
to be experts in, and do not express any opinion on, any laws other than the law
of the State of New York, the Delaware General Corporation Law and the Federal
law of the United States of America.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Covington & Burling
Covington & Burling