EXHIBIT 5.1
[KIRKLAND & ELLIS LLP LETTERHEAD]
September 5, 2003
R.J. Tower Corporation
and the Guarantors set forth below
5211 Cascade Road, SE
Suite 300
Grand Rapids, Michigan 49546
Re: Registration Statement on Form S-4 (Registration No. 333-107232)
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel
to R.J. Tower Corporation, a Michigan corporation (the "Issuer"), and Tower
Automotive, Inc., a Delaware corporation ("Tower"), Tower Automotive Finance,
Inc., a Delaware corporation ("Tower Finance"), Tower Automotive International,
Inc., a Delaware corporation ("Tower International"), Tower Automotive Products
Company, Inc., a Delaware corporation ("Tower Products"), Tower Automotive
Services and Technology, Inc., a Delaware corporation ("Tower Services and
Technology"), Tower Automotive Chicago, LLC, an Illinois limited liability
company ("Tower Chicago"), Tower Automotive Granite City, LLC, an Illinois
limited liability company ("Tower Granite City"), Tower Automotive Granite City
Services, LLC, an Illinois limited liability company ("Tower Granite City
Services"), Tower Automotive Technology Products, Inc., an Indiana corporation
("Tower Technology Products"), Tower Automotive International Funding, Inc., a
Michigan corporation ("Tower Funding"), Tower Automotive International Holdings,
Inc., a Michigan corporation ("Tower Holdings"), Tower Automotive Plymouth,
Inc., a Michigan corporation ("Tower Plymouth"), Tower Automotive Technology,
Inc., a Michigan corporation ("Tower Technology"), Tower Automotive Tooling
Services, Inc., a Michigan corporation ("Tower Tooling"), Tower Services, Inc.,
a Michigan corporation ("Tower Services"), Tower Automotive Lansing, LLC, a
Michigan limited liability company ("Tower Lansing"), Tower Automotive Michigan,
LLC, a Michigan limited liability company ("Tower Michigan"), Tower Automotive
Tool, LLC, a Michigan limited liability company ("Tower Tool"), Trylon
Corporation, a Michigan corporation ("Trylon"), Algoods USA, Inc., a Kentucky
corporation ("Algoods"), Tower Automotive Bardstown, Inc., a Kentucky
corporation ("Tower Bardstown"), Tower Automotive Bowling Green, LLC, a Kentucky
limited liability company ("Tower Bowling Green"), Tower Automotive Milwaukee,
LLC, Wisconsin limited liability company ("Tower Milwaukee"), and Tower
Automotive Wisconsin, LLC, a Wisconsin limited liability company ("Tower
Wisconsin"). Tower, Tower Finance, Tower International, Tower Products, Tower
Services and Technology, Tower Chicago, Tower Granite City, Tower Granite City
Services, Tower Technology Products, Kalamazoo Stamping, Tower Funding, Tower
Holdings, Tower Plymouth, Tower Technology, Tower Tooling, Tower Services, Tower
Lansing, Tower Michigan, Tower Tool, Trylon, Algoods, Tower Bardstown, Tower
Bowling Green, Tower Milwaukee and Tower Wisconsin are collectively referred to
in this opinion letter as the "Guarantors" and, together with the Issuer, as the
"Registrants." In this opinion letter: (i) Issuer, Tower Funding, Tower
Holdings, Tower Plymouth, Tower Technology, Tower Tooling, Tower Services, Tower
Lansing, Tower Michigan, Tower Tool and Trylon are collectively referred to as
the "Michigan Registrants"; (ii) Tower Technology Products is referred to as the
"Indiana Registrant"; (iii) Tower Milwaukee and Tower Wisconsin are collectively
referred to as the "Wisconsin Registrants"; and (iv) Algoods, Tower Bardstown
and Tower Bowling Green are collectively referred to as the "Kentucky
Registrants."
This opinion letter is being delivered in connection with the proposed
registration by the Issuer of $258,000,000 in aggregate principal amount of the
Issuer's 12% Senior Notes due 2013, Series B (the "Exchange Notes") pursuant to
a Registration Statement on Form S-4 (Registration No. 333-107232) originally
filed with the Securities and Exchange Commission (the "Commission") on July 22,
2003, under the Securities Act of 1933, as amended (the "Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement").
The obligations of the Issuer under the Exchange Notes will be guaranteed
by the Guarantors (the "Guarantees").The Exchange Notes and the Guarantees are
to be issued pursuant to the Indenture (as supplemented, the "Indenture"), dated
as of June 13, 2003, among the Issuer, the Guarantors and BNY Midwest Trust
Company, as trustee. The Exchange Notes and the Guarantees are to be issued in
exchange for and in replacement of the Issuer's outstanding 12% Senior Notes due
2013 (the "Senior Notes"), of which $258,000,000 in aggregate principal amount
is subject to the exchange offer pursuant to the Registration Statement.
In connection with issuing this opinion letter, 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) resolutions of the Registrants
with respect to the issuance of the Exchange Notes and the Guarantees, (ii) the
Indenture, (iii) the Registration Statement, and (iv) the Registration Rights
Agreement, dated as of June 13, 2003, by and among the Registrants and J.P.
Morgan Securities Inc., relating to the Senior Notes.
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 and the due authorization, execution and delivery of all
documents by the parties thereto. 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
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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 States of Delaware, Illinois and New York and the federal laws
of the United States of America.
Based upon and subject to the assumptions, qualifications, exclusions and
limitations and the further limitations set forth below, 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 Exchange Notes have been duly executed and authenticated in accordance
with the provisions of the Indenture and duly delivered to the holders thereof
in exchange for the Senior Notes, the Exchange Notes will be binding obligations
of the Issuer and the Guarantees will be binding obligations of the Guarantors.
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.
Our advice on every legal issue addressed in this letter is based
exclusively on the law of the States of Delaware, Illinois and New York or the
federal law of the United States. For purposes of our opinion that the Exchange
Notes will be binding obligations of the Issuer and the Guarantees will be
binding obligations of the Guarantors, we have relied upon the opinions of: (i)
Varnum, Riddering, Schmidt & Howlett LLP with respect to the Michigan
Registrants, the Indiana Registrant and the Wisconsin Registrants; and (ii)
Wyatt Tarrant & Combs LLP with respect to the Kentucky Registrants, that the
Indenture has been duly authorized, executed and delivered and the Exchange
Notes and Guarantees have been duly authorized and validly issued, as
applicable, in accordance with the applicable laws, rules or regulations of the
States of Michigan, Indiana, Wisconsin or Kentucky, as the case may be.
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 Delaware, Illinois or New York 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/ Kirkland & Ellis
Kirkland & Ellis
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