EXHIBIT 5.3
[LOCKE LIDDELL & SAPP LLP LETTERHEAD]
June 20, 2005
Coleman Cable, Inc.
1530 Shields Drive
Waukegan, IL 60085
Oswego Wire Incorporated
103 Country Club Drive #211
Marshall, TX 75670
Re: Coleman Cable, Inc. Registration Statement on Form S-4
Ladies and Gentlemen:
This firm has acted as special counsel to Oswego Wire Corporation, a
Texas corporation (the "Texas Guarantor"), in connection with the Registration
Statement on Form S-4 (the "Registration Statement") pertaining to the issuance
by Coleman Cable, Inc., a Delaware corporation ("Coleman Cable"), of up to
$120,000,000 aggregate principal amount of its 9-7/8% Senior Exchange Notes due
2012 (the "Exchange Notes") and the guarantee of the Exchange Notes (the
"Guarantee") by 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, Dekalb
Works Company, an Illinois corporation, and the Texas Guarantor (collectively,
the "Subsidiaries"). The Exchange Notes are to be issued pursuant to an exchange
offer (the "Exchange Offer") for like principal amounts of the issued and
outstanding 9-7/8% Senior Notes due 2012 of Coleman Cable (the "Original Notes")
under an Indenture dated as of September 28, 2004 (the "Indenture"), by and
among Coleman Cable, as issuer, the Subsidiaries and Deutsche Bank Trust Company
Americas, as Trustee (the "Trustee"), as contemplated by the Registration Rights
Agreement, dated as of September 28, 2004 between Coleman Cable and Wachovia
Capital Markets, LLC (the "Registration Rights Agreement").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement; (ii) the Registration Rights Agreement; (iii) the Indenture
(including a form of the Guarantee to be appended thereto); (iv) the Articles of
Incorporation of the Texas Guarantor; (v) the Bylaws of the Texas Guarantor, as
currently in effect, (vi) certain resolutions of the Board of Directors of the
Texas Guarantor relating to the Exchange Offer, the Indenture and the Guarantee;
and (vii) such other documents as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
June 20, 2005
Page 2
In connection with this opinion, we have, with your permission, made
the following assumptions: (i) all documents submitted to or reviewed by us,
including all amendments and supplements thereto, are accurate and complete and,
if not originals, are true, correct and complete copies of the originals; (ii)
the signatures on each of such documents by the parties thereto are genuine;
(iii) each individual who signed such documents had the legal capacity to do so;
and (iv) all persons who signed such documents on behalf of a business entity
(other than the Texas Guarantor) were duly authorized to do so. We have assumed
that there are no amendments, modifications or supplements to such documents
other than those amendments, modifications and supplements that are known to us.
We have additionally assumed, without independent investigation or
inquiry with respect to any such matter, that (i) the Trustee has all requisite
power and authority to execute, deliver and perform its obligations under the
Indenture; (ii) the execution and delivery of the Indenture and the performance
of such obligations have been duly authorized by all necessary action on the
Trustee's part and the Indenture has been duly delivered by it; and (iii) the
Indenture is enforceable against the Trustee in accordance with the terms
thereof.
Based upon the foregoing, and subject to the limitations and
qualifications set forth herein, we are of the opinion that:
1. The Texas Guarantor is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Texas.
2. The Indenture has been duly authorized, executed and delivered by
the Texas Guarantor.
3. The execution and delivery of the Guarantee by the Texas Guarantor
has been duly authorized by all necessary corporate action on the part of the
Texas Guarantor and, when duly executed and authenticated in accordance with the
terms of the Indenture, the Guarantee will be validly issued by the Texas
Guarantor.
For purposes of rendering the opinion set forth in numbered paragraph 1
above, we have relied solely upon a certificate of the Secretary of State of the
State of Texas and a certificate of the Texas Comptroller of Public Accounts.
We are members of the State Bar of Texas and we do not express any
opinion herein with respect to the law of any jurisdiction other than the State
of Texas and applicable federal law of the United States of America.
This opinion is limited to the specific opinions expressly stated
herein, and no other opinion is implied or may be inferred beyond the specific
opinions expressly stated herein.
June 20, 2005
Page 3
We assume no duty to update or supplement this opinion to reflect any
facts or circumstances that may hereafter come to our attention or to reflect
any changes in any law that may hereafter occur or become effective.
Arnold & Porter LLP may rely upon this opinion in rendering its opinion
to be 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 our name under the heading "Legal
Matters" in the prospectus that is filed as part of the Registration Statement.
In giving this consent, we do not thereby admit that we are "experts" within the
meaning of Section 11 of the Securities Act of 1933, as amended (the "Act") or
included in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Securities and Exchange Commission.
Respectfully submitted,
LOCKE LIDDELL & SAPP LLP
By: /s/ Jack E. Jacobsen
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Jack E. Jacobsen