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Exhibit 5.1
June 20, 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 counsel to Coleman Cable, Inc., a Delaware
corporation (the "Company"), and Baron Wire & Cable Corp., an Illinois
corporation, CCI Enterprises, Inc., a Delaware corporation, CCI International,
Inc., a Delaware corporation, Lakeside Drive Associates, Inc., a Delaware
corporation, and Dekalb Works Company, an Illinois corporation (collectively,
the "Subsidiaries"), in connection with the preparation of a Registration
Statement on Form S-4 (the "Registration Statement") filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the Company's offer to exchange up to
$120,000,000 in aggregate principal amount of its new 9-7/8% Senior Notes due
2012 (the "Exchange Notes") for all of its outstanding 9-7/8% Senior Notes due
2012 (the "Outstanding Notes"). The Exchange Notes will be guaranteed, and the
Outstanding Notes were guaranteed, by the Subsidiaries and Oswego Wire
Incorporated, a Texas corporation ("Oswego") (the "Guarantees"). The Exchange
Notes will be issued, and the Outstanding Notes were issued, pursuant to an
indenture (the "Indenture") between the Company, as issuer, the Subsidiaries,
Oswego and Deutsche Bank Trust Company Americas, a corporation organized and
issued under the laws of New York, as trustee (the "Trustee").
This opinion letter is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.
In connection with the preparation of this opinion letter, we have,
among other things, read:
(a) an executed original of the Indenture;
(b) the certificate or articles of incorporation and by-laws of the
Company and the Subsidiaries; and
(c) copies of resolutions adopted by the Boards of Directors of the
Company and the Subsidiaries relating to, among other things, the
issuance and exchange of the Exchange
Notes for the Outstanding Notes, the Guarantees and the filing of the
Registration Statement.
Subject to the assumptions, qualifications and limitations that are
identified in this letter, we are of the opinion that:
1. The 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.
2. The Guarantees have been duly authorized by the requisite corporate
action on the part of each of the Subsidiaries.
3. The Indenture has been duly authorized, executed and delivered by
the Company.
4. The Indenture has been duly authorized, executed and delivered by
each of the Subsidiaries.
5. 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 Indenture and duly delivered in exchange for the
Outstanding Notes, the Exchange Notes and the Guarantees will be validly issued
by the Company and the Subsidiaries.
We have assumed for purposes of this letter: each document we have
reviewed for purposes of this letter is accurate and complete; each such
document that is an original is authentic; each such document that is a copy
conforms to an authentic original; and all signatures on each such document are
genuine; that the Indenture constitutes a valid and binding obligation of the
Trustee and that the Trustee has satisfied all legal requirements that are
applicable to the Trustee to the extent necessary to entitle the Trustee to
enforce such agreement.
In preparing this letter we have relied without independent
verification upon: (i) information contained in certificates obtained from
governmental authorities; (ii) factual information represented to be true in the
documents specifically identified at the beginning of this letter as having been
read by us; (iii) factual information provided to us by the Company, the
Subsidiaries or their representatives; and (iv) factual information we have
obtained from such other sources as we have deemed reasonable. We have assumed
that there has been no relevant change or development between the dates as of
which the information cited in the preceding sentence was given and the date of
this letter and that the information upon which we have relied is accurate and
does not omit disclosures necessary to prevent such information from being
misleading.
Our advice on every legal issue addressed in this letter is based
exclusively on the laws of the States of Delaware and Illinois and the federal
laws of the United States.
We do not assume any obligation to provide you with any subsequent
opinion or advice by reason of any fact about which we did not have knowledge at
that time, by reason of any change subsequent to that time in any law, other
governmental requirement or interpretation thereof covered by any of our
opinions or advice, or for any other reason.
Arnold & Porter may rely on this opinion in rendering its opinion filed
as an exhibit to the Registration Statement.
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/ Gardner Carton & Douglas LLP