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EXHIBIT 5.1
January 27, 2000
Tenneco Automotive Inc.
Tenneco Automotive Operating Company Inc.
Clevite Industries Inc.
The Pullman Company
Tenneco Global Holdings Inc.
Tenneco International Holding Corp.
TMC Texas Inc.
500 North Field Drive
Lake Forest, Illinois 60054
Re: Tenneco Automotive Inc., Tenneco Automotive Operating Company Inc.,
Clevite Industries Inc., The Pullman Company, Tenneco Global Holdings
Inc., Tenneco International Holding Corp., TMC Texas Inc.
Registration No. 333-93757
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel
to Tenneco Automotive Inc., a Delaware corporation (the "Issuer"), Tenneco
Automotive Operating Company Inc., a Delaware corporation, Clevite Industries
Inc., a Delaware corporation, The Pullman Company, a Delaware corporation,
Tenneco Global Holdings Inc., a Delaware corporation, Tenneco International
Holding Corp., a Delaware corporation, and TMC Texas Inc., a Delaware
corporation, (collectively, the "Guarantors" and, together with the Issuer, the
"Registrant"), in connection with the proposed issuance by the Issuer of up to
$500,000,000 in aggregate principal amount of the Issuer's 11-5/8% Senior
Subordinated Notes due 2009 (the "New Notes") pursuant to a Registration
Statement on Form S-4 (Registration No. 333-93757) originally filed with the
Securities and Exchange Commission (the "Commission") on December 29, 1999,
under the Securities Act of 1933, as amended (the "Act") (such Registration
Statement, as amended or supplemented, is hereafter referred to as the
"Registration Statement"). The obligations of the Issuer under the New Notes
will be guaranteed by the Guarantors (the "Guarantees"). The New Notes and the
Guarantees are to be issued pursuant to the Indenture (the "Indenture") dated as
of October 14, 1999, as amended, by and among the Registrants and The Bank of
New York, as Trustee, in exchange for and in replacement of the Issuer's
outstanding 11-5/8% Senior Subordinated Notes due 2009 (the "Outstanding
Notes"). We have been informed that $500,000,000 in aggregate principal amount
of Outstanding Notes were outstanding as of January 27, 2000.
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Tenneco Automotive Inc.
Tenneco Automotive Operating Company Inc.
Clevite Industries Inc.
The Pullman Company
Tenneco Global Holdings Inc.
Tenneco International Holding Corp.
TMC Texas Inc.
January 27, 2000
Page 2
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 certificate of incorporation, as amended, and the
by-laws, as amended, of each of the Registrants, (ii) minutes and records of
the corporate proceedings of the Registrants with respect to the issuance of
the New Notes and the Guarantees, (iii) the Registration Statement and (iv) the
Registration Rights Agreement, dated as of October 14, 1999, by and among the
Registrants, Salomon Smith Barney Inc. and the other Initial Purchasers named
therein.
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 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 Registrants and the due authorization,
execution and delivery of all documents by the parties thereto other than the
Registrants. 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
Registrants and others.
Our opinion expressed below is 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 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 Illinois,
the General Corporation Law of the State of Delaware and the federal laws of
the United States of America.
Based upon and subject to the assumptions, qualifications, exclusions and
other limitations contained in this letter, we are of the opinion that when (i)
the Registration Statement becomes effective, (ii) the Indenture has been duly
qualified under the Trust Indenture Act of 1939, as amended, and (iii) the New
Notes and the Guarantees 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 Outstanding Notes, the New Notes and the
Guarantees will be validly issued and binding obligations of the Registrants.
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Tenneco Automotive Inc.
Tenneco Automotive Operating Company Inc.
Clevite Industries Inc.
The Pullman Company
Tenneco Global Holdings Inc.
Tenneco International Holding Corp.
TMC Texas Inc.
January 27, 2000
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We hereby consent to the filing of this opinion with the Commission 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 Act or the rules and
regulations of the Commission.
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 Illinois or Delaware or the federal law of the United
States 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 purpose.
Sincerely,
/s/ Jenner & Block
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Jenner & Block