EXHIBIT 5.1
MAYER BROWN LLP LETTERHEAD
May 14, 2008
Mayer Brown LLP
71 South Wacker
Chicago, Illinois 60606-4637
Main Tel (312) 782-0600
Main Fax (312) 701-7711
www.mayerbrown.com
Tenneco Inc.
Tenneco Automotive Operating Company Inc.
Clevite Industries Inc.
The Pullman Company
Tenneco Global Holdings Inc.
Tenneco International Holding Corp.
TMC Texas Inc.
500 North Field Drive
Lake Forest, Illinois 60045
Dear Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special legal counsel
to Tenneco Inc., a Delaware corporation (the "Company"), Tenneco Automotive
Operating Company Inc., a Delaware corporation, Tenneco Global Holdings Inc., a
Delaware corporation, Tenneco International Holding Corp., a Delaware
corporation, The Pullman Company, a Delaware corporation, Clevite Industries
Inc., a Delaware corporation, and TMC Texas Inc., a Delaware corporation
(collectively, the "Subsidiary Guarantors," and together with the Company, the
"Registrants") in connection with the Registrants' offer (the "Exchange Offer")
of up to $250,000,000 in aggregate principal amount of the Company's 8-1/8%
Senior Notes due 2015, Series B (the "New Notes") pursuant to a Registration
Statement on Form S-4 filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"). The obligations of the Company under the New
Notes will be guaranteed by the Subsidiary Guarantors (the "Guarantees"). The
New Notes and the Guarantees are to be issued pursuant to the Indenture (the
"Indenture"), dated as of November 20, 2007, between the Registrants and Wells
Fargo Bank, N.A., as Trustee in exchange for and in replacement of the Company's
outstanding 8-1/8% Senior Notes due 2015, Series A (the "Old Notes") and the
guarantees of the Subsidiary Guarantors of the Old Notes. We have been informed
that $250,000,000 in aggregate principal amount of Old Notes are outstanding as
of the date hereof.
Mayer Brown LLP
Tenneco Inc.
May 14, 2008
Page 2
In connection with the Exchange Offer, we have examined originals or copies
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the certificate of incorporation, as
amended, and the by-laws, as amended, of each of the Registrants, (ii) minutes
and records of the corporate proceedings of the Registrants with respect to the
issuance of the New Notes and the Guarantees, (iii) the Registration Statement
and (iv) the Registration Rights Agreement, dated as of November 20, 2007, by
and among the Registrants and Banc of America Securities LLC on behalf of itself
and the other Initial Purchasers named therein.
For purposes of our opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrants and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrants.
For purposes of this opinion, we have assumed that the Indenture will be valid
and binding on the Trustee and enforceable against the Trustee in accordance
with its terms. As to any facts material to the opinions expressed herein which
we have not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Registrants and others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principals of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of the State of Illinois, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
Based upon and subject to the assumptions, qualifications, exclusions and
other limitations contained in this letter, we are of the opinion that 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 New
Notes and the Guarantees have been duly executed, and authenticated in
accordance with the provisions of the Indenture and duly delivered to the
holders tendering into the Exchange Offer in exchange for the Old Notes in
accordance with the terms of the Exchange Offer as set forth in the Registration
Statement, the New Notes and the Guarantees will be validly issued and binding
obligations of the Registrants.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this 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.
Mayer Brown LLP
Tenneco Inc.
May 14, 2008
Page 3
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the United States be changed by legislative action, judicial decision or
otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ Mayer Brown LLP
Mayer Brown LLP
JS