Exhibit 5.2
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
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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 97/8% 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
97/8% 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.
In delivering this opinion, we have examined the following documents:
(1) the Indenture;
(2) a form of the Exchange Notes attached to the Indenture as
Exhibit A;
(3) the opinion of Gardner Carton & Douglas LLP, included as
Exhibit 5.1 to the Registration Statement; and
(4) the opinion of Locke Liddell & Sapp LLP, included as Exhibit 5.3 to
the Registration Statement.
Coleman Cable, Inc.
June 20, 2005
Page 2
We have made such investigations, as we have deemed necessary in
connection with the opinion set forth herein. 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.
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
Coleman Cable, Inc.
June 20, 2005
Page 3
other state. To the extent that the laws of the State of Illinois, the State of
Delaware or the State of Texas may be relevant to this opinion, we have, without
having made any independent investigation with respect thereto, assumed the
correctness of, and relied upon, the opinion of Gardner Carton & Douglas LLP,
which is included in the Registration Statement as Exhibit 5.1, and the opinion
of Locke, Liddell & Sapp LLP, which is included in the Registration Statement as
Exhibit 5.3, and the foregoing opinion is subject to the qualifications and
limitations set forth in such opinions.
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.
In rendering this opinion, we assume no obligation to revise or
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