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EXHIBIT 5
[Letterhead of Hunton & Williams]
January 19, 2000
Holley Performance Products Inc.
1801 Russellville Road
Bowling Green, Kentucky 42101
HOLLEY PERFORMANCE PRODUCTS INC.
12 1/4% SENIOR NOTES DUE 2007, SERIES B
Ladies and Gentlemen:
We have acted as counsel to Holley Performance Products Inc., a
Delaware corporation (the "Company"), in connection with the registration by the
Company of $150,000,000 in aggregate principal amount of the Company's 12 1/4%
Senior Notes due 2007, Series B (the "Exchange Notes"), pursuant to a
Registration Statement on Form S-4 (as amended and supplemented, the
"Registration Statement") filed with the Securities and Exchange Commission (the
"SEC") under the securities Act of 1933, as amended (the "Securities Act"), for
the purpose of effecting an exchange offer (the "Exchange Offer") for the
Company's outstanding 12 1/4% Senior Notes due 2007 (the "Old Notes"). The
Exchange Notes are to be issued in the Exchange Offer pursuant to the Indenture
(the "Indenture"), dated as of September 20, 1999, between the Company as
issuer, Holley Performance Systems, Inc., a Delaware corporation, Lunati Cams,
Inc., a Tennessee corporation, Weiand Automotive Industries, Inc., a California
corporation, LMT Motor Sports Corporation, a Mississippi corporation, Lunati &
Taylor Pistons, Incorporated and Hooker Industries, Inc., a California
corporation (collectively, the "Guarantors") and State Street Bank and Trust
Company, as Trustee, in exchange for the Old Notes, of which $150,000,000 in
aggregate principal amount is outstanding.
In connection with the foregoing, we have examined the following
documents:
(i) the Registration Statement, including the Prospectus
contained therein, together with all amendments thereto;
(ii) the Indenture;
(iii) the global security representing the Old Notes;
(iv) a specimen of the global security representing the
Exchange Notes; and
(v) the originals (or copies identified to our satisfaction)
of such documents and records of the Company, together with certificates of
public officials and officers of the
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Holley Performance Products Inc.
January 19, 2000
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Company, and such other documents, certificates, records and papers as we have
deemed necessary for purposes of the opinions set forth in this letter.
For purposes of the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to originals of all documents submitted to us as certified or photostatic copies
and the authenticity of the originals, and (iii) the genuineness of all
signatures (other than the signatures of current officers or directors of the
Company) not witnessed by us.
We are members of the Bar of the State of New York, and we do not
express an opinion on any laws other than those of such state. We do not purport
to cover herein and do not express an opinion with respect to the application of
the securities or "Blue Sky" laws of the various states to issuance of the
Exchange Notes.
Based upon the foregoing and such other information and documents as we
have considered necessary for the purposes hereof, we are of the opinion that:
When, as and if (i) the Registration Statement has become effective
pursuant to the provisions of the Securities Act, (ii) the indenture has been
qualified pursuant to the provisions of the Trust Indenture Act of 1939, as
amended, (iii) the Old Notes are validly tendered to the Company in the Exchange
Offer, (iv) the Exchange Notes are issued pursuant to the Exchange Offer and in
the form and containing the terms described in the Registration Statement and
the Indenture, (v) the Exchange Notes are duly authenticated by the Trustee, and
(vi) all legally required consents, approvals and authorizations of governmental
regulatory authorities have been obtained, including without limitation the
order of effectiveness from the SEC, the Exchange Notes will constitute the
legally binding obligations of the Company, except to the extent that such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws affecting
creditors' rights generally and by general equitable principles (whether
considered in a proceeding in equity or at law).
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement.
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Holley Performance Products Inc.
January 19, 2000
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Sincerely,
/s/ Hunton & Williams
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Hunton & Williams