[LETTERHEAD OF CAHILL GORDON & REINDEL LLP]
June 27, 2003
TriMas Corporation
39400 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304
Dear Ladies and Gentlemen:
We have examined a copy of the Registration Statement on Form
S-4 (No. 333-105950), as amended (the "Registration Statement"), filed by TriMas
Corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") and relating to the registration pursuant to the provisions of the
Securities Act of 1933, as amended (the "Act"), of up to $85,000,000 principal
amount of 9 7/8% Senior Subordinated Notes due 2012 (the "Exchange Notes"). The
Exchange Notes, which upon the effectiveness of the Registration Statement will
be registered under the Act, will be issued in exchange for a like principal
amount of the Company's outstanding 9 7/8% Senior Notes due 2012 (the "Original
Notes"), which are not registered under the Act. The Exchange Notes have been
authorized pursuant to resolutions adopted by the Board of Directors of the
Company, and are identical in all material respects to the Original Notes,
except for certain transfer restrictions relating to the Original Notes. The
Exchange Notes will be issued pursuant to the Indenture (the "Indenture") dated
as of June 6, 2002, as supplemented, among the Company, the guarantors named
therein and the Bank of New York, as trustee. In rendering this opinion, we have
reviewed such documents and made such investigations as we have deemed
appropriate.
In our examination of documents, instruments and other papers,
we have assumed the genuineness of all signatures on original and certified
documents and the conformity to original and certified documents of all copies
submitted to us as conformed, photostatic or other copies. As to matters of
fact, we have relied upon representations of officers of the Company.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
The Exchange Notes have been duly authorized for issuance and,
when duly executed, authenticated, registered, issued and delivered in exchange
for Original Notes of a like princi-
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pal amount, in accordance with the terms of the Indenture and as contemplated by
the Registration Statement, will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms and
entitled to the benefits of the Indenture, subject to applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and similar laws
affecting creditors' rights and remedies generally and subject to general
principles of equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).
We are members of the bar of the State of New York and do not
purport to be experts in, or to express any opinion concerning, the laws of any
jurisdiction other than the law of the State of New York and the Delaware
General Corporation Law.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement and to the reference of
our firm under the caption "Legal Matters" in the Registration Statement and
related prospectus. Our consent to such reference does not constitute a consent
under Section 7 of the Securities Act, and in consenting to such reference we
have not certified any part of the Registration Statement and do not otherwise
come within the categories of persons whose consent is required under said
Section 7 or under the rules and regulations of the Commission thereunder.
Very truly yours,
CAHILL GORDON & REINDEL LLP