Exhibit 5.1
[KIRKLAND & ELLIS LLP LETTERHEAD]
January 20, 2004
Dura Operating Corp.
and the Guarantors set forth below
4508 IDS Center
Minneapolis, MN, 55402
Re: Registration Statement on Form S-4 (Registration No. 333-____)
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal
counsel to Dura Operating Corp., a Delaware corporation (the "Issuer"), and Dura
Automotive Systems, Inc., a Delaware corporation ("Parent"), Adwest Electronics,
Inc., a Delaware corporation ("Adwest"), Atwood Automotive Inc., a Michigan
corporation ("Atwood Automotive"), Atwood Mobile Products, Inc., an Illinois
corporation ("Atwood Mobile"), Creation Group, Inc., an Indiana corporation
("Creation Group"), Creation Group Holdings, Inc., an Indiana corporation
("Creation Group Holdings"), Dura Automotive Systems Cable Operations, Inc., a
Delaware corporation ("Dura Cable"), Dura Automotive Systems of Indiana, Inc.,
an Indiana corporation ("Dura Indiana"), Dura G.P., a Delaware general
partnership ("Dura GP"), Mark I Molded Plastics of Tennessee, Inc., a Tennessee
corporation ("Mark I"), and Universal Tool & Stamping Company Inc., an Indiana
corporation ("Universal Tool"). Parent, Adwest, Atwood Automotive, Atwood
Mobile, Creation Group, Creation Group Holdings, Dura Cable, Dura Indiana, Dura
GP, Mark I and Universal Tool are collectively referred to in this opinion
letter as the "Guarantors" and, together with the Issuer, as the "Registrants."
In this opinion letter: (i) Atwood Automotive is referred to as the "Michigan
Registrant"; (ii) Creation Group, Creation Group Holdings, Dura Indiana and
Universal Tool are collectively referred to as the "Indiana Registrants"; and
(iii) Mark I is referred to as the "Tennessee Registrant."
This opinion letter is being delivered in connection with the proposed
registration by the Issuer of $50,000,000 in aggregate principal amount of the
Issuer's 8 5/8% Senior Notes due 2012, Series B (the "Exchange Notes") pursuant
to a Registration Statement on Form S-4 (Registration No. 333-_______)
originally filed with the Securities and Exchange Commission (the "Commission")
on January 20, 2004, 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 from time
to time, the "Indenture"), dated as of April 18, 2002, among the Issuer, the
Guarantors and BNY Midwest Trust Company, as trustee, as supplemented by the
Supplemental Indenture dated as of October 31, 2003, among Creation Group
Holdings, Inc., an Indiana corporation, Creation Group, Inc., an Indiana
Corporation, the Company, the other Guarantors (as defined in the Indenture) 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 8 5/8% Senior Notes due 2012 (the "Senior Notes"), of which
$50,000,000 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 November 4, 2003, by and among the
Registrants and J.P. Morgan Securities Inc., Banc of America Securities LLC,
Comerica Securities, Inc., Scotia Capital (USA) Inc., Wachovia Capital Markets,
LLC, Barclays Capital Inc. and ABN Amro Incorporated, 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 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
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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) Dickinson Wright PLLC with respect to the
Michigan Registrant; (ii) Frost Brown Todd LLC with respect to the Indiana
Registrants; and (iii) Frost Brown Todd LLC with respect to the Tennessee
Registrant, 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, or Tennessee 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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