EXHIBIT 5.4
September 5, 2003
Guarantors
5211 Cascade Rd., S.E., Ste. 300
Grand Rapids, MI 49546
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special counsel
to the subsidiaries of Issuer (as defined below) that are listed on attached
Exhibit A (collectively, the "Guarantors"), in connection with the Guarantors'
proposed guarantee, along with the other guarantors under the Indenture (as
defined below), of $258,000,000 in aggregate principal amount of 12% Senior
Notes, due 2013, Series B (the "Exchange Notes"). The Exchange Notes are to be
issued by R.J. Tower Corporation, a Michigan corporation (the "Issuer"), in
connection with an exchange offer to be made pursuant to a Registration
Statement on Form S-4 (such Registration Statement, as supplemented or amended,
is hereinafter referred to as the "Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") on July 22, 2003, under
the Securities Act of 1933, as amended (the "Act"). The obligations of the
Issuer under the Exchange Notes will be guaranteed by the Guarantors (the
"Guarantee"), along with other guarantors. The Exchange Notes and the Guarantee
are to be issued pursuant to the Indenture (as may be amended or supplemented
from time to time, the "Indenture"), dated as of June 13, 2003, among the
Issuer, the guarantors set forth therein and BNY Midwest Trust Company, as
Trustee. Capitalized terms used in this opinion shall have the meanings ascribed
to them in the Indenture unless otherwise defined herein.
Without limitation to any other provision hereof, this opinion letter
is governed by and shall be interpreted in accordance with the Legal Counsel
Accord (the "Accord") of the ABA Section of Business Law (1991). As a
consequence, it is subject to a number of qualifications, exceptions,
definitions, limitations on coverage and other limitations, all as more
particularly described in the Accord.
For purposes of this opinion, we have examined such matters of law as
we have deemed appropriate. As to certain matters of fact, we have examined
originals, or copies certified or otherwise identified to our satisfaction, of
the following documents, company records and other instruments: (i) the articles
of organization of the Guarantors, (ii) the limited liability company
proceedings pursuant to which the execution and delivery of the Guarantee by the
Guarantors were approved and authorized, (iii) the Registration Statement, (iv)
the Indenture, and (v) certificates of good standing with respect to the
Guarantors issued by the State of Wisconsin. Except for the documents,
instruments and other agreements described in the immediately foregoing
sentence, we have not reviewed any other documents or conducted any other
examination of any public records, and the opinions rendered herein are limited
accordingly.
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
Guarantors
September 5, 2003
Page 2
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 Guarantors and the due authorization, execution and delivery of all
documents by the parties thereto other than the Guarantors. 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 Guarantors and others, and
certificates of certain public officials.
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, (iv) any law except the substantive laws of the State of
Wisconsin as presently in effect, and (v) the "Blue Sky" laws and regulations of
the State of Wisconsin.
Based upon and subject to such assumptions and qualifications and the
further assumptions, qualifications and limitations set forth below, we are of
the opinion that:
1. The Guarantors are limited liability companies duly organized, existing and
in good standing under the laws of the State of Wisconsin.
2. The Guarantors have duly authorized the execution, delivery and performance
of the Indenture by all required limited liability company action. The
Indenture is a valid and binding obligation of the Guarantors and is
enforceable against the Guarantors in accordance with its terms.
3. When (i) the Registration Statement has been declared 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 Indenture and duly delivered to the
holders thereof in exchange for Initial Notes, the Guarantee will be a
valid and binding obligation of the Guarantors, enforceable against the
Guarantors in accordance with its terms.
4. The execution and delivery of the Indenture by the Guarantors and the
performance by the Guarantors of their obligations thereunder (including
with respect to the Guarantee) do not and will not conflict with or
constitute or result in a breach or default under (or an event which with
mere notice or the mere passage of time or both would constitute a default
under) or result in the creation of a lien or encumbrance under or
violation of any of (i) the articles of organization of the Guarantors, or
(ii) any statute or governmental rule or regulation of the State of
Wisconsin or any political subdivision thereof to which any of the
Guarantors is subject.
Guarantors
September 5, 2003
Page 3
5. To our knowledge, no consent, waiver, approval, authorization or order of
any court or governmental authority of the State of Wisconsin or any
political subdivision thereof is required for the execution and delivery by
the Guarantors of the Guarantee, except such as may be required under the
Securities Act or the Exchange Act.
Notwithstanding the foregoing, the validity, binding nature or
enforceability of the Indenture and the Guarantee may be limited by any or all
of the following:
(a) the unenforceability of provisions purporting to waive rights
(including, without limitation, broad, vaguely stated or future rights), claims,
demands, liabilities or defenses to obligations, known or unknown, suspected or
unsuspected, where such waivers are contrary to applicable law or against public
policy;
(b) the unenforceability, under certain circumstances, of provisions of
agreements to the effect that rights or remedies are not exclusive, that every
right or remedy is cumulative and may be exercised in addition to or with any
other right or remedy, or that the election of some particular remedy or
remedies does not preclude recourse to one or another remedy;
(c) the unenforceability, under certain circumstances, of
non-competition, non-solicitation, non-disclosure, confidentiality or similar
provisions;
(d) the unenforceability under certain circumstances of provisions
which purport to govern forum selection or consent to jurisdiction; and
(e) the potential to vary the terms of an unambiguous agreement on the
basis of parol evidence.
The opinion concerning the enforceability of the Indenture in Paragraph
2 above does not necessarily mean that each and every remedy, waiver or
provision contained in the Indenture is enforceable. However, the
unenforceability of any such remedy, waiver or provision will not materially
interfere with the practical realization of the principal benefits intended to
be provided by the Indenture except for the economic consequences of any
judicial, administrative or other procedural delay which may be imposed by,
relate to or result from applicable laws or jurisprudence.
The qualification "to our knowledge," whenever used in this opinion,
means that during the course of our representation of the Guarantors pursuant to
the transactions contemplated by the Indenture, no information has come to the
attention of Michael G. Wooldridge or Peter G. Roth that is contrary to the
opinions so qualified. However, except as may be expressly disclosed herein, we
have not undertaken any independent investigation to determine the existence or
absence of such facts.
This opinion is subject to the qualification that the provisions of the
Indenture respecting payment of attorneys' fees and expenses of collection as
remedies upon default may be limited to those attorneys' fees recoverable
pursuant to applicable statutes.
Guarantors
September 5, 2003
Page 4
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein, and we
are not opining as to the reasonableness or accuracy of any assumption made for
the purposes hereof. We expressly disclaim any responsibility for advising you
of any change occurring hereinafter in circumstances concerning the transaction
which is the subject of this opinion, including any changes in the present laws
of the State of Wisconsin or in factual matters occurring after the date of this
opinion, even if such change(s) effects the opinion set forth herein.
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 or by any other person for any reason, except
that Kirkland & Ellis may rely upon this opinion to the same extent as if it
were an addressee hereof.
We hereby consent to the filing of this opinion with the Commission as
an exhibit 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.
Sincerely,
/s/ Varnum, Riddering, Schmidt & Howlett LLP
EXHIBIT A
Tower Automotive Milwaukee, LLC
Tower Automotive Wisconsin, LLC