EXHIBIT 5.1
[SIDLEY AUSTIN BROWN & WOOD LLP LETTERHEAD]
April 29, 2005
Case New Holland Inc.
CNH Global, N.V.
Tower B, 10th Floor
World Trade Center, Amsterdam Airport
Schiphol Boulevard 217
1118 BH Amsterdam
The Netherlands
Re: Case New Holland Inc.
$500,000,000 6% Senior Notes due 2009 and
$1,050,000,000 9 1/4% Senior Notes due 2011
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Ladies and Gentlemen:
We refer to the Registration Statement on Form F-4 (the "Registration
Statement") being filed by Case New Holland Inc., a Delaware corporation (the
"Company"), CNH Global, N.V., a Netherlands public limited liability company
(the "Parent"), and certain subsidiaries of the Parent named therein (the
"Subsidiary Guarantors"), including the subsidiaries listed on Exhibit A
attached hereto (the "Delaware Subsidiary Guarantors") with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of $500,000,000
principal amount of the Company's 6% Senior Notes due 2009 (the "New 6% Notes")
and $1,050,000,000 principal amount of the Company's 9 1/4% Senior Notes due
2011 (the "New 9 1/4% Notes" and, together with the New 6% Notes, the "New
Notes"), which are to be offered in exchange for an equivalent principal amount
of currently outstanding 6% Senior Notes due 2009 (the "Old 6% Notes") and 9
1/4% Senior Notes due 2011 (the "Old 9 1/4% Notes" and, together with the Old 6%
Notes, the "Old Notes"), respectively, all as more fully described in the
Registration Statement. The Old Notes are, and the New Notes will be, guaranteed
(the "Guarantees") by the Parent and the Subsidiary Guarantors. Old Notes that
are accepted in exchange for New Notes will be cancelled and retired.
The Old 6% Notes were and the New 6% Notes will be issued under the
Indenture, dated as of May 18, 2004 (the "6% Notes Indenture"), by and among the
Company,
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Case New Holland Inc.
April 29, 2005
Page 2
the Parent, the Subsidiary Guarantors and JPMorgan Chase Bank, N.A., as trustee
(the "Trustee"). The Old 9 1/4% Notes were and the New 9 1/4% Notes will be
issued unDEr the Indenture, dated as of August 1, 2003, as supplemented by the
First Supplemental Indenture dated as of September 16, 2003 (the "9 1/4% Notes
Indenture" and, together with the 6% Notes Indenture, the "Indentures"), by and
among the Company, the Parent, the Subsidiary Guarantors and the Trustee.
In rendering the opinions expressed below, we have examined and relied
upon copies of the Registration Statement, the Indentures, the forms of New
Notes and the forms of Guarantees. We have also examined originals, or copies of
originals certified to our satisfaction, of such agreements, documents,
certificates and other statements of governmental officials and other
instruments, and have examined such questions of law and have satisfied
ourselves as to such matters of fact, as we have considered relevant and
necessary as a basis for this opinion letter. We have assumed the authenticity
of all documents submitted to us as originals, the genuineness of all
signatures, the legal capacity of all natural persons and the conformity with
the original documents of any copies thereof submitted to us for our
examination. In addition, we have assumed that there will be no change in the
laws currently applicable to the Company and that such laws will be the only
laws applicable to the Company.
For purposes of Paragraph 7 below, we have assumed with respect to the
Guarantees by the Parent and each Subsidiary Guarantor other than the Delaware
Subsidiary Guarantors that (i) the Parent or such Subsidiary Guarantor is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization, (ii) the Parent or such Subsidiary Guarantor has
the requisite power and authority to execute, deliver and perform its
obligations under the Indentures and the Guarantees, (iii) the Indentures have
been duly authorized, executed and delivered by the Parent or such Subsidiary
Guarantor and (iv) the Guarantees have been duly authorized by the Parent or
such Subsidiary Guarantor and, upon execution and delivery of the Guarantees by
the Parent or such Subsidiary Guarantor, will have been duly executed and
delivered under the laws of the jurisdiction of organization of the Parent or
such Subsidiary Guarantor. We have also assumed that no event that would cause
the release of the Guarantee by the Parent or any Subsidiary Guarantor under the
terms of the Indentures has occurred.
Based on the foregoing, and subject to the qualifications and
limitations set forth below, we are of the opinion that:
1. The Company and each of the Delaware Subsidiary Guarantors that is a
corporation are duly incorporated, validly existing and in good standing under
the laws of the State of Delaware. Each of the Delaware Subsidiary Guarantors
that is a limited liability company is duly formed, validly existing and in good
standing under the laws of the State of Delaware.
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Case New Holland Inc.
April 29, 2005
Page 3
2. The Company has the corporate power and authority to execute,
deliver and perform its obligations under the Indentures and the New Notes.
3. Each of the Delaware Subsidiary Guarantors has the corporate or
limited liability company power and authority to execute, deliver and perform
its obligations under the Indentures and the Guarantees.
4. The Indentures have been duly authorized, executed and delivered by
the Company and each of the Delaware Subsidiary Guarantors.
5. The New Notes have been duly authorized by the Company and the
Guarantees have been duly authorized by each of the Delaware Subsidiary
Guarantors.
6. Upon effectiveness of the Registration Statement, as finally amended
(including all necessary post-effective amendments, if any), under the
Securities Act, qualification of the Indentures under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act"), execution and delivery of the New
Notes by the proper officers of the Company, authentication thereof by the
Trustee in accordance with the provisions of the applicable Indenture and
receipt of the Old Notes by the Company in exchange for the New Notes, the New
Notes will be duly authorized and issued by the Company and will constitute the
legal, valid and binding obligations of the Company except that (i) the
enforceability thereof may be subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws now or hereafter in
effect relating to or affecting creditors' rights or remedies generally, (ii)
the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceedings therefor may be brought (regardless of whether
enforcement is sought in a proceeding at law or in equity), (iii) a court might
refuse to enforce a provision of the New Notes if it deems such provision to
violate public policy and (iv) the enforceability of provisions imposing
liquidated damages, penalties or an increase in interest rate upon the
occurrence of certain events may be limited in certain circumstances.
7. Upon effectiveness of the Registration Statement, as finally amended
(including all necessary post-effective amendments, if any), under the
Securities Act, qualification of the Indentures under the Trust Indenture Act,
execution and delivery of the New Notes by the proper officers of the Company,
authentication thereof by the Trustee in accordance with the provisions of the
applicable Indenture, receipt of the Old Notes by the Company in exchange for
the New Notes and execution and delivery of the Guarantees by the proper
officers of the Parent and each of the Subsidiary Guarantors, the Guarantees
will constitute the legal, valid and binding obligations of the Parent and each
of the Subsidiary Guarantors except that (i) the enforceability thereof may be
subject to bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect relating to or
affecting creditors' rights or remedies generally, (ii) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of
SIDLEY AUSTIN BROWN & WOOD LLP CHICAGO
Case New Holland Inc.
April 29, 2005
Page 4
the court before which any proceedings therefor may be brought (regardless of
whether enforcement is sought in a proceeding at law or in equity), (iii) a
court might refuse to enforce a provision of the Guarantees if it deems such
provision to violate public policy and (iv) the enforceability of provisions
imposing liquidated damages, penalties or an increase in interest rate upon the
occurrence of certain events may be limited in certain circumstances.
This opinion letter is limited to the laws of the State of New York,
the General Corporation Law of the State of Delaware, the Limited Liability
Company Act of the State of Delaware and the federal laws of the United States
of America. We do not find it necessary for the purposes of this opinion letter
to cover, and accordingly we express no opinion as to, the application of the
securities or blue sky laws of the various states or the District of Columbia to
the exchange of the New Notes, as contemplated by the Registration Statement. We
assume no obligation to update or supplement this letter to reflect any facts or
circumstances which may hereafter come to our attention with respect to the
opinions expressed above, including any changes in applicable law which may
hereafter occur.
We hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement and to the reference to our firm under the caption
"Legal Matters." In giving such consent, we do not thereby admit that we are
within the category of persons for whom consent is required by Section 7 of the
Securities Act or the related rules promulgated by the Commission thereunder.
Very truly yours,
/s/ Sidley Austin Brown & Wood LLP
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