EXHIBIT 5.1
[KIRKLAND & ELLIS LLP LETTERHEAD]
October 27, 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)
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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, 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) and (iii) public policy considerations which may
limit the rights of parties to obtain certain remedies.
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, without conducting any research
or investigation with respect thereto, relied on 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 such Exchange Notes and
Guarantees have been duly authorized, executed and delivered, and do not
conflict with, or require consents under, their respective states of
organization. We are not licensed to practice in Michigan, Indiana, Wisconsin or
Kentucky and we have made no investigation of, and do not express or imply an
opinion on, the laws of such states.
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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