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EXHIBIT 5.1
[Winston & Strawn Letterhead]
June 6, 2001
Lear Corporation
Lear Operations Corporation
Lear Corporation Automotive Holdings
Lear Corporation EEDS and Interiors
Lear Seating Holdings Corp. # 50
21557 Telegraph Road
Southfield, MI 48086-5008
Re: Registration Statement on Form S-4
of Lear Corporation and the
Guarantors (as defined below)
Ladies and Gentlemen:
We have acted as special counsel to Lear Corporation, a
Delaware corporation (the "Company"), Lear Operations Corporation, a Delaware
corporation ("LOC"), Lear Corporation Automotive Holdings, a Delaware
corporation ("LCAH,"), Lear Corporation EEDS and Interiors, a Delaware
corporation ("EEDS"), and Lear Seating Holdings Corp. # 50, a Delaware
corporation ("Seating", and together with LOC, LCAH and EEDS, the "Guarantors"),
in connection with the preparation of the Registration Statement on Form S-4
(Registration Number 333-59374) (the "Registration Statement") filed on behalf
of the Company and the Guarantors with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the Company's offer to exchange E250,000,000 aggregate
principal amount of its 8 1/8% Series B Senior Notes due 2008 which have been
registered under the Securities Act (the "Exchange Notes"), and the Guarantees
thereof by the Guarantors, for its original unregistered 8 1/8% Senior Notes due
2008 which were issued and sold in a transaction exempt from registration under
the Securities Act (collectively, the "Original Notes"), all as more fully
described in the Registration Statement. The New Notes will be issued under that
certain Indenture dated as of March 20, 2001 (the "Indenture") among the
Company, the Guarantors and The Bank of New York, as trustee. Capitalized terms
used herein and not otherwise defined shall have the meanings assigned to such
terms in the prospectus (the "Prospectus") contained in the Registration
Statement.
This opinion letter is delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
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In connection with this opinion letter, we have examined and
are familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, in the form filed with the
Commission on April 23, 2001 and as amended through the date hereof; (ii) the
Certificates of Incorporation of the Company and each of the Guarantors, as
currently in effect; (iii) the By-laws of the Company and each of the
Guarantors, as currently in effect; (iv) the Indenture; (v) the form of the
Exchange Notes; and (vi) resolutions of the Boards of Directors of the Company
and each of the Guarantors relating to, among other things, the issuance and
exchange of the Exchange Notes for the Original Notes, the issuance of the
Guarantees and the filing of the Registration Statement. We also have examined
such other documents as we have deemed necessary or appropriate as a basis for
the opinions set forth below.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion letter, we have relied without independent verification
upon oral or written statements and representations of officers and other
representatives of the Company, the Guarantors and others.
Based upon and subject to the foregoing, we are of the opinion
that:
1. The issuance and exchange of the Exchange Notes for the
Original Notes and the issuance of the Guarantees have been duly authorized by
requisite corporate action on the part of the Company and the Guarantors,
respectively.
2. The Exchange Notes and the Guarantees will be valid and
binding obligations of the Company and the Guarantors, respectively, entitled to
the benefits of the Indenture and enforceable against the Company and the
Guarantors, respectively, in accordance with their terms, except to the extent
that the enforceability thereof may be limited by (x) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally and (y) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) when: (i) the Registration Statement, as finally
amended (including any necessary post-effective amendments), shall have become
effective under the Securities Act; (ii) the Exchange Notes are duly executed
and authenticated in accordance with the provisions of the Indenture; and (iii)
the Exchange Notes shall have been issued and delivered in exchange for the
Original Notes pursuant to the terms set forth in the Prospectus.
The foregoing opinions are limited to the laws of the United
States and the State of New York and the General Corporation Law of the State of
Delaware. We 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.
We hereby consent to the reference to our firm under the
heading "Legal Matters" in the Prospectus and to the filing of this opinion
letter with the Commission as an exhibit to the Registration Statement. In
giving such consent, we do not concede that we are experts within the meaning of
the Securities Act or the rules and regulations thereunder or that this consent
is required by Section 7 of the Securities Act.
Very truly yours,
Winston & Strawn
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