EXHIBIT 5.2
October 27, 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 subsidiary of Issuer (as defined below) that is listed on attached
Exhibit A (the "Guarantor"), in connection with the Guarantor's 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 Guarantor (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.
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 incorporation and bylaws of the Guarantor, (ii) the corporate proceedings
pursuant to which the execution and delivery of the Guarantee by the Guarantor
was approved and authorized, (iii) the Registration Statement, (iv) the
Indenture, and (v) certificates of good standing with respect to the Guarantor
issued by the State of Indiana. 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 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 Guarantor and the due authorization, execution
and delivery of all documents by the parties thereto other than the Guarantor.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have
Guarantors
October 27, 2003
Page 2
relied upon statements and representations of officers and other representatives
of the Guarantor 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
Indiana as presently in effect, and (v) the "Blue Sky" laws and regulations of
the State of Indiana.
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 Guarantor is a corporation duly organized, existing and in good
standing under the laws of the State of Indiana.
2. The Guarantor has duly authorized the execution, delivery and performance
of the Indenture by all required corporate action. The Indenture is a valid
and binding obligation of the Guarantor and is enforceable against the
Guarantor 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 Guarantor, enforceable against the
Guarantor in accordance with its terms.
4. The execution and delivery of the Indenture by the Guarantor and the
performance by the Guarantor of its 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 incorporation or bylaws of the Guarantor, or (ii)
any statute or governmental rule or regulation of the State of Indiana or
any political subdivision thereof to which the Guarantor is subject.
5. No consent, waiver, approval, authorization or order of any court or
governmental authority of the State of Indiana or any political subdivision
thereof is required for the execution and delivery by the Guarantor of the
Guarantee, except such as may be required under the Securities Act or the
Exchange Act.
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
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October 27, 2003
Page 3
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 Indiana
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, 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,
VARNUM, RIDDERING, SCHMIDT & HOWLETT LLP
/s/ Lawrence J. Murphy
Lawrence J. Murphy
EXHIBIT A
Tower Automotive Technology Products, Inc.
EXHIBIT A
Tower Automotive International Funding, Inc.
Tower Automotive International Holdings, Inc.
Tower Automotive Plymouth, Inc.
Tower Automotive Technology, Inc.
Tower Automotive Tooling Services, Inc.
Tower Services, Inc.
Tower Automotive Lansing, LLC
Tower Automotive Michigan, LLC
Tower Automotive Tool, LLC
Trylon Corporation