EXHIBIT 5.3
(DECHERT LLP LOGO) Cira Centre
2929 Arch Street
Philadelphia, PA 19104-2808
+1 215 994 4000 Main
+1 215 994 2222 Fax
www.dechert.com
May 7, 2007
Altra Industrial Motion, Inc. and the Guarantors (as defined herein)
14 Hayward Street
Quincy, MA 02171
Re: Altra Industrial Motion, Inc. Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special Pennsylvania counsel to Altra Industrial Motion, Inc.,
a Delaware corporation (the "Company"), and several of its wholly owned direct
and indirect subsidiaries in connection with the Registration Statement on Form
S-4 (the "Registration Statement") filed by the Company and the other
registrants named therein (the "Guarantors"), including TB Wood's Incorporated,
a Pennsylvania corporation ("TBWI"), with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), in connection with the proposed issuance by the Company of $105,000,000
aggregate principal amount of 9% Senior Secured Notes due 2011 (the "Exchange
Notes") and the proposed issuance by the Guarantors of guarantees (each, an
"Exchange Guarantee") with respect to the Exchange Notes. The Exchange Notes and
the Exchange Guarantees are to be issued under an Indenture, dated as of
November 30, 2005 (as amended and supplemented on February 7, 2006, February 8,
2006, April 24, 2006 and April 5, 2007, the "Indenture"), among the Company, the
Guarantors and The Bank of New York Trust Company, N.A., as trustee and
collateral agent. As contemplated by a registration rights agreement, dated
April 5, 2007, among the Company, the Guarantors and Jefferies & Company, Inc.,
the Exchange Notes and the Exchange Guarantees are to be issued pursuant to an
exchange offer (the "Exchange Offer") in exchange for a like principal amount of
the Company's outstanding 9% Senior Secured Notes due 2011 (the "Notes") issued
on April 5, 2007 pursuant to Rule 144A and Regulation S under the Securities
Act.
In rendering the opinion set forth herein, we have examined and relied on
originals or copies of the following documents:
(a) the Registration Statement;
(b) the Indenture;
(c) the form of the Exchange Notes to be delivered by the Company; and
(d) the form of the Exchange Guarantees to be delivered by the Guarantors.
In our capacity as special Pennsylvania counsel, we also have examined originals
or copies, certified or otherwise identified to our satisfaction, of such
records of the Company and such
U.S. Austin Boston Charlotte Harrisburg Hartford New York Newport Beach Palo
Alto Philadelphia Princeton San Francisco Washington DC EUROPE Brussels London
Luxembourg Munich Paris
(DECHERT LLP LOGO) Altra Industrial Motion, Inc.
May 7, 2007
Page 2
agreements, certificates and receipts of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth below.
In our examination we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies. In making such
examination and rendering the opinion below, we have assumed (i) that all
natural persons have the legal capacity to enter into and perform their
obligations under the Indenture, the Exchange Notes and the Exchange Guarantees
(collectively, the "Transaction Documents"), (ii) that the parties thereto have
the power and authority to enter into and perform all obligations under the
Transaction Documents, (iii) that the Transaction Documents have been duly
authorized, executed and delivered by the parties thereto (except the
authorization of the Exchange Guarantee to be issued by TBWI) and (iv) the
validity and enforceability of the Transaction Documents against each of the
parties thereto (except the validity of the Exchange Guarantee to be issued by
TBWI). As to all questions of fact, we have relied, to the extent we deem
proper, upon the representations and warranties of the Company and the
Guarantors, certificates or comparable documents of officers of the Company and
the Guarantors and certificates of public officials.
Our opinion set forth herein is based on our consideration of only those
statutes, rules, regulations and judicial decisions that, in our experience, are
normally applicable to, or normally relevant in connection with, transactions of
the type contemplated in the Transaction Documents, but without having made any
special investigation as to the applicability of any specific law, rule or
regulation.
The opinion expressed herein is limited to the laws of the Commonwealth of
Pennsylvania. The opinion expressed herein is based on laws in effect on the
date hereof, which laws are subject to change with possible retroactive effect,
and we expressly disclaim any obligation to advise you of any changes therein.
The opinion set forth below is subject to the following further qualifications,
assumptions and limitations:
a) We have assumed that the execution and delivery by the Company
and the Guarantors of each of the Transaction Documents and the
performance by the Company and the Guarantors of the obligations
thereunder do not and will not violate, conflict with or
constitute a default under any agreement or instrument to which
the Company or the Guarantors or any of their respective
properties is subject;
b) We do not express any opinion as to (i) the compliance or
noncompliance of any party to the Transaction Documents with any
state, federal or other laws or regulations applicable to it or
them or (ii) provisions related to releases or waivers of legal
or equitable rights, discharges of defenses, or reimbursement or
2
(DECHERT LLP LOGO) Altra Industrial Motion, Inc.
May 7, 2007
Page 3
indemnification in circumstances in which the person seeking
reimbursement or indemnification has breached its duties under
the applicable Transaction Document, or otherwise, or itself has
been negligent, or which violate public policy; and
c) We have assumed that the Commission will have declared the
Registration Statement to be effective under the Securities Act,
and such effectiveness under the Securities Act will not have
been terminated or rescinded.
Based upon the foregoing and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, we are of the opinion that (i) the
execution, delivery and performance by TBWI of its Exchange Guarantee of the
Exchange Notes, in the form examined by us, have been duly authorized by all
necessary corporate action by TBWI and (ii) the Exchange Guarantee of TBWI, when
duly and validly executed and delivered by or on behalf of TBWI in accordance
with the terms of the Indenture and as contemplated in the Registration
Statement and duly authenticated by the Trustee, will constitute a valid and
binding obligation of TBWI.
Our opinion set forth above is subject to the effect of (i) any applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting enforcement of creditors' rights generally and (ii) any fraudulent
transfer, preference or similar law.
We hereby consent to the filing of this opinion letter as Exhibit 5.3 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus included in the Registration Statement. In granting
such consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ Dechert LLP
Dechert LLP
3