EXHIBIT 5.4
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 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.
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 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
Guarantors
October 27, 2003
Page 2
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.
5. 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.
Guarantors
October 27, 2003
Page 3
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, 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 & SCHMIDT LLP
/S/ Jolene L. Shellman
Jolene L. Shellman
EXHIBIT A
Tower Automotive Milwaukee, LLC
Tower Automotive Wisconsin, LLC