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EXHIBIT 5.1
[LETTERHEAD OF KIRKLAND & ELLIS]
To Call Writer Direct:
202 879-5000
[DATE]
Stanadyne Automotive Corp.
92 Deerfield Road
Windsor, CT 06095
Re: 10 1/4% Series B Senior Subordinated Notes due 2007
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Ladies and Gentlemen:
We are acting as special counsel to Stanadyne Automotive Corp. a Delaware
corporation (the "Company"), in connection with the proposed registration by
the Company of up to $100,000,000 in aggregate principal amount of the
Company's 10 1/4% Series B Senior Subordinated Notes due 2007 (the "Exchange
Notes"), pursuant to a Registration Statement on Form S-4 filed with the
Securities and Exchange Commission (the "Commission") on February 6, 1998 under
the Securities Act of 1933, as amended (the "Securities Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"), for the purpose of effecting an exchange
offer (the "Exchange Offer") for the Company's 10 1/4% Series A Senior
Subordinated Notes due 2007 (the "Notes"). The Exchange Notes are to be issued
pursuant to the Indenture (the "Indenture"), dated as of December 11, 1997
between the Company, as Issuer, DSD International Corp. and Precision Engine
Products Corp., as Guarantors, and the United States and Trust Company, as
Trustee, in exchange for and in replacement of the Company's outstanding Notes,
of which $100,000,000 in aggregate principal amount is outstanding.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the corporate and organizational documents of the
Company, (ii) minutes and records of the corporate proceedings of the Company
with respect to the issuance of the Exchange Notes, (iii) the Registration
Statement and exhibits thereto and (iv) the Registration Rights Agreement,
dated as of December 11, 1997, between the Company and Donaldson, Lufkin &
Jenrette Securities Corporation.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the
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authenticity of the originals of all documents submitted to us as copies. We
have also assumed the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company,
and the due authorization, execution and delivery of all documents by the
parties thereto other than the Company. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
(1) The Company is a corporation existing and in good standing under the
General Corporation Law of the State of Delaware.
(2) The sale and issuance of the Exchange Notes has been validly
authorized by the Company.
(3) When, as and if (i) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (ii) the Indenture
shall have been qualified pursuant to the provisions of the Trust Indenture Act
of 1939, as amended, (iii) the Notes shall have been validly tendered to the
Company, (iv) the Exchange Notes shall have been duly executed and
authenticated in accordance with the provisions of the Indenture and duly
delivered to the purchasers thereof in exchange for the Notes, (v) the Board of
Directors and the appropriate officers of the Company have taken all necessary
action to fix and approve the terms of the Exchange Notes, and (vi) any legally
required consents, approvals, authorizations or other order of the Commission
or any other regulatory authorities have been obtained, the Exchange Notes when
issued pursuant to the Exchange Offer will be legally issued, fully paid and
nonassessable and will constitute valid and binding obligations of the Company.
Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of
(i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether
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enforcement is considered in a proceeding in equity or at law), (iii) public
policy considerations which may limit the rights of parties to obtain certain
remedies and (iv) any laws except the laws of the State of New York and the
General Corporation Law of the State of Delaware. We advise you that issues
addressed by this letter may be governed in whole or in part by other laws, but
we express no opinion as to whether any relevant difference exists between the
laws upon which our opinions are based and any other laws which may actually
govern. For purposes of the opinion in paragraph 1, we have relied exclusively
upon recent certificates issued by the Delaware Secretary of State and such
opinion is not intended to provide any conclusion or assurance beyond that
conveyed by such certificates. We have assumed without investigation that
there has been no relevant change or development between the respective dates
of such certificates and the date of this letter.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this 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 of the rules and regulations of
the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the
securities or "Blue Sky" laws of the various states to the issuance of the
Exchange Notes.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of Delaware or New York be changed by legislative action,
judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement, and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
Yours very truly,
KIRKLAND & ELLIS