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[TROUTMAN SANDERS LLP LETTERHEAD]
July 13, 2001
AGCO Corporation
4205 River Green Parkway
Duluth, Georgia 30096
Re: AGCO Corporation -- Registration Statement on Form S-4
relating to $250,000,000 aggregate principal amount of 9 1/2%
Senior Notes due 2008
Ladies and Gentlemen:
We have acted as counsel for AGCO Corporation, a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-4 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933 relating to the proposed
exchange of up to $250,000,000 aggregate principal amount of 9 1/2% Senior Notes
due 2008 of the Company (the "New Notes") for a like principal amount of the
Company's issued and outstanding 9 1/2% Senior Notes due 2008 (the "Old Notes").
The New Notes will be guaranteed by AGCO Ventures LLC, Hesston Ventures
Corporation, Hay & Forage Industries, Ag-Chem Equipment Co., Inc., Ag-Chem
Manufacturing Co., Inc., Ag-Chem Sales Co., Inc., Ag-Chem Equipment
International, Inc., Lor*Al Products, Inc. and Ag-Chem Equipment Canada, Ltd.
(collectively, the "Subsidiary Guarantors").
The Old Notes were, and the New Notes are being, issued pursuant to an
Indenture (the "Indenture"), dated as of April 17, 2001, among the Company, the
Subsidiary Guarantors and SunTrust Bank, as trustee (the "Trustee").
We have reviewed copies of the Registration Statement and the related
Prospectus, the Indenture and the form of New Note attached as an exhibit
thereto. We have also reviewed such matters of law and examined original,
certified, conformed or photographic copies of such other documents, records,
agreements and certificates as we have deemed necessary as a basis for the
opinions hereinafter expressed. In such review, we have assumed the genuineness
of signatures on all documents submitted to us as originals and the conformity
to original documents of all copies submitted to us as certified, conformed or
photographic copies, and, as to certificates of public officials, we have
assumed the same to have been properly given and to be accurate. As
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July 13, 2001
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to matters of fact material to this opinion, we have relied, without independent
investigation, upon statements and representations of representatives of the
Company and the Trustee and of public officials.
This opinion is limited in all respects to the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware (including the relevant Constitutional provisions and applicable court
decisions) and the law of the State of Georgia, and no opinion is expressed with
respect to the laws of any other jurisdiction or any effect which such laws may
have on the opinions expressed herein. We note that the Indenture is governed by
the laws of the State of New York (and we assume that the choice of law
provision therein will be enforced). As a consequence, for purposes of this
opinion, as to matters of New York law we have assumed that the applicable laws
of the State of New York are substantively the same as the laws of the State of
Georgia. This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated herein.
Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that
(i) the New Notes have been duly authorized by the
Company and each of the Subsidiary Guarantors and, when executed by the
Company and each of the Subsidiary Guarantors and duly authenticated by
the Trustee and delivered in exchange for the Old Notes in accordance
with the terms of the Indenture, will constitute legal, valid and
binding obligations of the Company and each of the Subsidiary
Guarantors, enforceable against the Company and each of the Subsidiary
Guarantors in accordance with their terms, subject, as to enforcement
of remedies, to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights, to general equity
principles and to the possible unenforceability of certain provisions
purporting to waive certain rights of the Subsidiary Guarantors; and
(ii) the Indenture has been duly authorized, executed and
delivered by the Company and each of the Subsidiary Guarantors and,
assuming due execution and delivery thereof by the Trustee, constitutes
a legal, valid and binding obligation of the Company and each of the
Subsidiary Guarantors, enforceable against the Company and each of the
Subsidiary Guarantors in accordance with its terms, subject, as to
enforcement of remedies, to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights, to
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general equity principles and to the possible unenforceability of
certain provisions purporting to waive certain rights of the Subsidiary
Guarantors.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This opinion may not be furnished to or relied upon
by any person or entity for any purpose without our prior written consent.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is included in the Registration Statement.
Very truly yours,
/s/ TROUTMAN SANDERS LLP