EXHIBIT 5.1
MAYER
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BROWN
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ROWE
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& MAW
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Mayer, Brown, Rowe & Maw LLP
190 South La Salle Street Chicago,
Illinois 60603-3441
March 31, 2005 Main Tel (312) 782-0600
Main Fax (312) 701-7711
www.mayerbrownrowe.com
Tenneco Automotive Inc.
Tenneco Automotive Operating Company Inc.
Clevite Industries Inc.
The Pullman Company
Tenneco Global Holdings Inc.
Tenneco International Holding Corp.
TMC Texas Inc.
500 N. Field Drive
Lake Forest, Illinois 60045
Dear Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal
counsel to Tenneco Automotive Inc., a Delaware corporation (the "Company"),
Tenneco Automotive Operating Company Inc., a Delaware corporation, Tenneco
Global Holdings Inc., a Delaware corporation, Tenneco International Holding
Corp., a Delaware corporation, The Pullman Company, a Delaware corporation,
Clevite Industries Inc., a Delaware corporation and TMC Texas Inc., a Delaware
corporation (collectively, the "Subsidiary Guarantors," and together with the
Company, the "Registrants") in connection with the Registrants' offer (the
"Exchange Offer") of up to $500,000,000 in aggregate principal amount of the
Company's 8 5/8% Senior Subordinated Notes due 2014, Series B (the "New Notes")
pursuant to a Registration Statement on Form S-4 filed with the Securities and
Exchange Commission (the "Commission") 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
Company under the New Notes will be guaranteed by the Subsidiary Guarantors (the
"Guarantees"). The New Notes and the Guarantees are to be issued pursuant to the
Indenture (the "Indenture"), dated as of November 19, 2004, as supplemented,
between the Registrants and The Bank of New York Trust Company, N.A., as Trustee
in exchange for and in replacement of the Company's outstanding 8 5/8% Senior
Subordinated Notes due 2014 (the "Old Notes") and the guarantees of the
Subsidiary Guarantors of the Old Notes. We have been informed that $500,000,000
in aggregate principal amount of Old Notes are outstanding as of the date
hereof.
In connection with the Exchange Offer, 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) the certificate of incorporation, as
amended, and the by-laws, as amended, of each of the Registrants, (ii) minutes
and records of the corporate proceedings of the Registrants with respect to the
issuance of the New Notes and the Guarantees, (iii) the Registration Statement
and (iv) the
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Mayer, Brown, Row & Maw LLP
Tenneco Automotive Inc.
March 31, 2005
Page 2
Registration Rights Agreement, dated as of November 19, 2004, by
and among the Registrants, Banc of America Securities LLC and the other Initial
Purchasers named therein.
For purposes of our 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 Registrants and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrants.
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 principals 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 and (iv) any laws except the laws of the State of Illinois, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
Based upon and subject to the assumptions, qualifications, exclusions
and other limitations contained in this letter, 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
New Notes and the Guarantees have been duly executed, and authenticated in
accordance with the provisions of the Indenture and duly delivered to the
purchasers thereof in exchange for the Old Notes in accordance with the terms of
the Exchange Offer, the New Notes and the Guarantees will be validly issued and
binding obligations of the Registrants.
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.
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 United States be changed by legislative action, judicial decision or
otherwise.
Mayer, Brown, Row & Maw LLP
Tenneco Automotive Inc.
March 31, 2005
Page 3
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.
Very truly yours,
/s/ Mayer, Brown, Rowe & Maw LLP
Mayer, Brown, Rowe & Maw LLP
JS