EXHIBIT 5.2
[ALLENS ARTHUR ROBINSON LETTERHEAD]
28 April 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
Dear Ladies and Gentlemen
CASE NEW HOLLAND INC.
$500,000,000 6% SENIOR NOTES DUE 2009 AND $1,050,000,000
9 1/4% SENIOR NOTES DUE 2011 (THE NEW NOTES)
We refer to the Registration Statement on Form F-4 (the REGISTRATION STATEMENT)
being filed with the Securities and Exchange Commission (the COMMISSION) by Case
New Holland Inc. (the COMPANY), CNH Global, N.V. (the PARENT), and certain
subsidiaries of the Parent named in the Registration Statement (the GUARANTORS),
including CNH Australia Pty Ltd (the AUSTRALIAN GUARANTOR) relating to the
registration of the New Notes.
1. DOCUMENTS
We have examined the following documents:
(a) Indenture dated 18 May 2004 between the Company, the
Guarantors and JPMorgan Chase Bank;
(b) Indenture dated 1 August 2003, as supplemented by the First
Supplemental Indenture dated 16 September 2003, between the
Company, the Guarantors and JPMorgan Chase Bank;
(c) a power of attorney by the Australian Guarantor appointing
attorneys for the purpose, among other things, of executing
the Indentures referred to in paragraphs (a) and (b) above
(the INDENTURES);]
(d) the constitution of the Australian Guarantor; and
(e) an extract of the minutes of the meeting of the Australian
Guarantor at which the Australian Guarantor resolved to enter
into and perform its obligations under each Indenture.
2. ASSUMPTIONS
For the purposes of giving this opinion we have assumed the following.
(a) The authenticity of all seals and signatures and of any duty
stamp or marking.
CNH Global, N.V. Allens Arthur Robinson
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(b) The completeness, and the conformity to original instruments,
of all copies submitted to us.
(c) In relation to the Australian Guarantor, we have relied on the
assumptions specified in section 129 of the Corporations Act
2001 (Cth) and note that you may do so unless you knew or
suspected that an assumption was incorrect.
3. QUALIFICATIONS
Our opinion is subject to the following qualifications.
(a) We express no opinion as to any laws other than the laws of
New South Wales as in force at the date of this opinion.
(b) We have relied on a search of public records on file in
respect of the Australian Guarantor at the Sydney office of
the Australian Securities and Investments Commission on 28
April 2005. We note that records disclosed by such search may
not be complete or up to date.
Based on the assumptions and subject to the qualifications set out above, we are
of the following opinion:
1. The Australian Guarantor is incorporated and validly existing under the
laws of the Commonwealth of Australia.
2. The Australian Guarantor has the corporate power and authority to enter
into and perform its obligations under the Indentures.
3. The Indentures have been duly authorised and executed by the Australian
Guarantor.
We consent to the filing of this opinion 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 admit that we are within the category of persons
for whom consent is required by Section 7 of the Securities Act of 1933, as
amended or the related rules promulgated by the Commission under that Act.
This opinion is addressed to you for your sole benefit. It is not to be relied
on by any other person (other than Sidley Austin Brown & Wood LLP) or for any
other purpose nor is it to be quoted or referred to in any public document or
filed with any government agency or other person without our consent. Sidley
Austin Brown & Wood LLP may rely upon this opinion as if it were addressed to
them.
Yours sincerely
MARK WOMELL
Partner
Mark.Wormell@aar.com.au
Tel: 9230 4460
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