EXHIBIT 5.2
May 7, 2007
Plant Engineering Consultants, LLC
c/o Altra Industrial Motion, Inc.
14 Hayward Street
Quincy, Massachusetts 02171
Ladies and Gentlemen:
We have acted as special Tennessee counsel to Plant Engineering
Consultants, LLC, a Tennessee limited liability company (the "Tennessee
Guarantor"), in connection with the proposed issuance by Altra Industrial
Motion, Inc., a Delaware corporation (the "Issuer"), of up to $105,000,000
aggregate principal amount of 9% Senior Secured Notes due 2011 (the "Exchange
Notes") and the issuance by the Guarantors of their Guarantees (the "Exchange
Guarantees") with respect to the Exchange Notes in exchange for a like principal
amount of the Issuer's outstanding 9% Senior Secured Notes due 2011 and their
related Guarantees (the "Exchange Offer"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings herein as defined in the
Indenture (as hereinafter defined).
We understand the Exchange Notes and the Exchange Guarantees will be issued
under an Indenture, dated as of November 30, 2004, as amended by the First
Supplemental Indenture, dated as of February 7, 2006, the Second Supplemental
Indenture, dated February 8, 2006, the Third Supplemental Indenture, dated April
24, 2006, the Fourth Supplemental Indenture, dated March 21, 2007 and the Fifth
Supplemental Indenture, dated April 5, 2007 (collectively, the "Indenture"),
among the Issuer, the Guarantors named therein and The Bank of New York Trust
Company, N.A., as trustee. The terms of the Exchange Guarantees are contained in
Article Ten of the Indenture and the applicable Supplemental Indentures. This
Opinion is furnished in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act of 1933, as amended (the "Securities
Act").
In rendering the opinions set forth herein, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction, of
the following:
(a) the Indenture;
(b) the Exchange Guarantees (contained in Article Ten of the Indenture);
(c) a certified copy of the Articles of Organization of the Tennessee
Guarantor, as filed with the Tennessee Secretary of State on December 30, 2004,
and a copy of the Operating Agreement of the Tennessee Guarantor, dated as of
December 22, 2004 (the "Operating Agreement");
(d) a copy of certain resolutions of the sole member of the
Tennessee Guarantor adopted on April 5, 2007;
(e) a Certificate of Existence from the Tennessee Secretary of State, dated
May 3, 2007, attesting to the "good standing" of the Tennessee Guarantor in such
jurisdiction.
In addition, we have examined such other documents, agreements, and
certificates as we have deemed necessary or appropriate as a basis for the
opinion set forth below.
ASSUMPTIONS
In our examination we have assumed the genuineness of all signatures, the
legal capacity of natural persons, 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 copies. We assume that the Operating Agreement in the form
reviewed by us is the Operating Agreement of the Tennessee Guarantor as
currently in effect and that the Operating Agreement has not been amended,
modified or terminated. As to any facts material to this opinion which we did
not independently establish or verify, we have relied upon statements and
representations of the Tennessee Guarantor and its officers and other
representatives and of public officials, and have assumed that such matters
remain true and correct through the date hereof. We have further assumed that
the Indenture is the valid and binding obligation of each party thereto other
than the Tennessee Guarantor, enforceable against such other parties in
accordance with its terms.
We understand that you are separately receiving an opinion of Weil, Gotshal
& Manges, LLP with respect to the execution, delivery and performance of the
Exchange Notes by the Issuer. We express no opinion regarding that opinion or
the matters addressed therein, and all of such matters are assumed herein
without considering the effect of any assumptions, limitations, or
qualifications contained in that opinion.
Members of this Firm are admitted to practice in the State of Tennessee and
certain members of the Firm are admitted to practice in the State of New York.
Our opinions herein relating to the laws of the State of New York are given by
such members on behalf of the Firm. We express no opinion as to the laws of any
jurisdiction other than the laws of the State of Tennessee and the laws of the
State of New York.
Based upon the foregoing and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, we are of the opinion that:
1. The execution, delivery and performance of the Exchange Guarantee by the
Tennessee Guarantor have been duly authorized by all necessary limited liability
company action on the part of the Tennessee Guarantor.
2. The Exchange Guarantee of the Tennessee Guarantor, when duly and validly
executed and delivered on behalf of the Tennessee Guarantor in accordance with
the terms of the Indenture and as contemplated by the Registration Statement (as
hereinafter defined) and duly authenticated by the Trustee, will constitute the
valid and binding obligation of the Tennessee Guarantor.
QUALIFICATIONS
The opinions expressed above are subject to the following
qualifications:
(i) Enforcement may be limited by applicable bankruptcy, fraudulent
conveyance, insolvency, reorganization, moratorium or similar laws affecting
creditor's rights generally.
(ii) No opinion is expressed on (a) the laws, statutes and ordinances,
administrative decisions, rules and regulations and other legal requirements of
counties, towns, municipalities and political subdivisions of Tennessee or New
York, or (b) any law or regulation concerning securities, taxation, labor,
employee benefits, environmental protection, antitrust or unfair competition.
(iii) We express no opinion as to whether a subsidiary may guarantee or
otherwise become liable for indebtedness incurred by its parent, except to the
extent such subsidiary may be determined to
have benefited from the incurrence of such indebtedness by its parent, or
whether such benefit may be measured other than by the extent to which the
proceeds of the indebtedness incurred by the parent are directly or indirectly
made available to such subsidiary for its corporate purposes. For purposes of
our opinion, we have assumed the Tennessee Guarantor will benefit from
the extension of credit to the Issuer, to the extent necessary to make the
Exchange Guarantee a valid limited liability company act of the Tennessee
Guarantor.
(iv) With respect to our opinion in Paragraph 2 above, we express no
opinion with respect to actions to occur pursuant to the Indenture or the
Exchange Guarantee after the date hereof.
We hereby consent to the filing of this opinion, or copies thereof, as an
exhibit to the Registration Statement on Form S-4 (the "Registration Statement")
filed by the Issuer with the Securities and Exchange Commission (the
"Commission") relating to the Exchange Offer and to the use of our name therein
and in the related prospectus under the caption "Legal Matters." In giving this
consent, we do not thereby admit that we are 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.
This opinion is given as of the date hereof, and we disclaim any obligation
to update this opinion letter after the date hereof. This opinion is rendered
only to the addressee and is solely for its benefit in connection with the above
transactions. This opinion may not be relied upon by the addressee for any other
purpose, or quoted to or relied upon by any other person, firm, corporation, or
other entity for any purpose without our prior written consent.
Very truly yours,
/s/ Waller Lasden Dortch & Davis, LLP
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