Exhibit 5.2
April 26, 2005
Coleman Cable, Inc.
1530 Shields Drive
Waukegan, Illinois 60085
Re: Coleman Cable, Inc.
$120,000,000 9 7/8% Senior Notes due 2012
Ladies and Gentlemen:
We have acted as special New York counsel to Coleman Cable, Inc., a
Delaware corporation (the "Company"), in connection with its new 9 7/8% Senior
Notes due 2012 (the "Exchange Notes") in aggregate principal amount of
$120,000,000. The Company has filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"), a
Registration Statement on Form S-4 (the "Registration Statement") relating to
the Company's offer to exchange the Exchange Notes for all of its outstanding
9 7/8% Senior Notes due 2012 (the "Outstanding Notes"). The Exchange Notes will
be issued, and the Outstanding Notes were issued, pursuant to an indenture (the
"Indenture") among the Company, as issuer, the Notes Guarantors (as defined in
the Indenture) and Deutsche Bank Trust Company Americas, a corporation organized
and existing under the laws of the State of New York, as trustee (the
"Trustee"). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned thereto in the Indenture.
We have reviewed the Indenture and a form of the Exchange Notes
attached thereto as Exhibit A and have made such other investigations, as we
have deemed necessary in connection with the opinion set forth herein. We have
assumed that the (a) issuance and exchange of the Exchange Notes for the
Outstanding Notes have been duly authorized by the requisite corporate action on
the part of the Company, (b) the Note Guarantees of the Exchange Notes have been
duly authorized by the requisite corporate action on the part of the Note
Guarantors and (c) the Indenture has been duly authorized, executed and
delivered by the Company and the Note Guarantors. Furthermore, we have assumed
the authority of the Trustee to enter into the Indenture and to authenticate the
Exchange Notes, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to authentic
originals of all documents submitted to us as copies.
Coleman Cable, Inc.
April 26, 2005
Page 2
Based upon our examination and assumptions described above, relying on
statements of facts contained in the documents we have examined and subject to
the qualifications and limitations set forth below, it is our opinion that:
1. When the Registration Statement has become effective under the
Act and the Exchange Notes have been duly executed by the
Company and authenticated by the Trustee in accordance with
the provisions of the Indenture and exchanged for the
Outstanding Notes as contemplated in the Registration
Statement, the Exchange Notes will constitute valid and
legally binding obligations of the Company, enforceable in
accordance with their terms, subject to bankruptcy,
insolvency, reorganization, moratorium, receivership,
fraudulent conveyance or similar laws affecting or relating to
the enforcement of creditors' rights generally from time to
time in effect and to equitable principles (regardless of
whether enforcement is sought in a proceeding in equity or at
law).
2. When the Registration Statement has become effective under the
Act, the Exchange Notes have been duly executed by the Company
and authenticated by the Trustee in accordance with the
provisions of the Indenture and exchanged for the Outstanding
Notes as contemplated in the Registration Statement and the
Note Guarantees of the Exchange Notes have been duly executed
by the Note Guarantors in accordance with the provisions of
the Indenture, the Note Guarantees of the Exchange Notes will
constitute valid and binding obligations of the Note
Guarantors, enforceable against the Note Guarantors in
accordance with their terms, subject to bankruptcy,
insolvency, reorganization, moratorium, receivership,
fraudulent conveyance or similar laws affecting or relating to
the enforcement of creditors' rights generally from time to
time in effect and to equitable principles (regardless of
whether enforcement is sought in a proceeding in equity or at
law).
We express this opinion as members of the bar of the State of New York
and we do not express any opinion as to matters governed by any federal laws or
the laws of any other state. This opinion addresses only the matters requested
by you and you must judge whether the matters addressed herein are sufficient
for your purposes. We do not express any opinion as to any other matter.
This opinion speaks only as of its date and is limited to present
statutes, regulations, judicial interpretations, orders, directives and decrees
applicable to the facts as they presently exist. In rendering this opinion, we
assume no obligation to revise or
Coleman Cable, Inc.
April 26, 2005
Page 3
supplement this opinion should the present laws be changed by legislative or
regulatory action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Registration Statement. In giving the foregoing 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 thereunder.
Very truly yours,
/s/ Arnold & Porter LLP