EXHIBIT 5.1
[Letterhead of Balch & Bingham LLP]
July 18, 2002
Wolverine Tube, Inc.
200 Clinton Avenue West
Suite 1000
Huntsville, Alabama 35801
RE: WOLVERINE TUBE, INC.
REGISTRATION STATEMENT ON FORM S-4
File No. 333-88742
Ladies and Gentlemen:
We have acted as counsel to Wolverine Tube, Inc., a Delaware corporation
(the "Company") and each subsidiary of the Company the name and jurisdiction of
organization of which are set forth on Schedule 1 to this letter (the
"Subsidiary Guarantors") in connection with the preparation of the
above-referenced Registration Statement on Form S-4 and any amendments thereto
(the "Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act") relating to
the proposed exchange of up to $120,000,000 in aggregate principal amount of the
Company's 10 1/2% Series B Senior Notes due 2009 (collectively, the "New Notes")
for a like principal amount of the Company's issued and outstanding 10 1/2%
Senior Notes due 2009 (collectively, the "Old Notes") pursuant to the Indenture,
dated as of March 27, 2002 (the "Indenture"), among the Company, the Subsidiary
Guarantors and Wachovia Bank, National Association (successor to First Union
National Bank), as trustee, and as contemplated by the Registration Rights
Agreement, dated as of March 22, 2002, by and among the Company and the
signatories thereto. The Old Notes are, and the New Notes will be, guaranteed
by the Subsidiary Guarantors (the "New Guarantees").
We have been requested to furnish our opinion about certain matters
regarding the securities being registered by the Registration Statement. In
connection therewith, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Indenture and the form of the New Notes included as Exhibit A to the Indenture
(collectively, the "Documents"). We also have reviewed such matters of law and
examined such corporate records and other certificates, agreements and documents
as we have deemed relevant and necessary as a basis for the opinions expressed
below.
In our examination of the documents listed above, we have assumed,
without independent investigation, the genuineness of all signatures, the
enforceability of the Documents against all parties thereto (other than the
Company and the Subsidiary Guarantors in the case of the Indenture and the
Company in the case of the New Notes), the authenticity of all documents
Wolverine Tube, Inc.
July 18, 2002
Page 2
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as certified, photostatic, reproduced or conformed
copies of valid existing agreements and other documents, the authenticity of all
such latter documents and the legal capacity of all individuals who have
executed any of the documents.
In expressing the opinions set forth below, we have relied upon the
factual matters contained in the representations and warranties of the Company
and the Subsidiary Guarantors made in any of the Documents and upon certificates
of public officials and officers of the Company and the Subsidiary Guarantors.
We also have assumed that the New Notes will be in the form of Exhibit A to the
Indenture and any information omitted from such form and indicated as such by a
blank space has been properly added.
Based upon the foregoing, and subject to the assumptions, exceptions
and qualifications set forth in this letter, we are of the opinion that:
1. The New Notes to be issued under the Indenture have been duly
authorized by the Company and, when issued, authenticated and delivered as
provided in the Indenture and as contemplated by the Registration Statement,
will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as enforceability of
such obligations may be subject to (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or other similar laws now or
hereafter in effect affecting creditors' rights generally, (ii) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) and (iii) principles of commercial
reasonableness.
2. The New Guarantees have been duly authorized by each of the
Subsidiary Guarantors and, when the New Notes are issued, authenticated and
delivered with the New Guarantees affixed thereto in exchange for the Old Notes
as provided in the Indenture and as contemplated by the Registration Statement,
will constitute valid and binding obligations of each of the Subsidiary
Guarantors, enforceable against each of the Subsidiary Guarantors in accordance
with their terms, except as enforceability of such obligations may be subject to
(i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or other similar laws now or hereafter in effect affecting creditors'
rights generally, (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity) and (iii)
principles of commercial reasonableness.
In rendering the foregoing opinions, with respect to matters of New
York law, we have relied on the opinion of Dewey Ballantine LLP attached hereto
as Annex I.
This opinion is limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated herein.
Wolverine Tube, Inc.
July 18, 2002
Page 3
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. In
giving this consent, we do not admit that we come within the category of persons
whose consent is required by the Securities Act or the rules and regulations
thereunder.
Very truly yours,
/s/ Balch & Bingham LLP
BALCH & BINGHAM LLP
SCHEDULE 1
SUBSIDIARY GUARANTORS
JURISDICTION OF
NAME OF SUBSIDIARY TYPE OF ENTITY ORGANIZATION
- --------------------------------------------------- ------------------------ ----------------
Small Tube Manufacturing Corporation............... Corporation Delaware
STPC Holding, Inc.................................. Corporation Delaware
TF Investor, Inc................................... Corporation Delaware
Tube Forming, L.P.................................. Limited Partnership Delaware
Tube Forming Holdings, Inc......................... Corporation Delaware
Wolverine China Investments, LLC................... Limited Liability Delaware
Company
Wolverine Finance Company.......................... Corporation Tennessee
Wolverine Joining Technologies, Inc................ Corporation Delaware
ANNEX I
DEWEY BALLANTINE LLP
1301 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6092
TEL 212 259-8000 FAX 212 259-6333
July 18, 2002
Balch & Bingham LLP
1901 Sixth Avenue North
Birmingham, Alabama 35203
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Wolverine Tube, Inc. (the
"Company") in connection with the Registration Statement on Form S-4
(Registration Statement No. 333-88742) (the "Registration Statement") relating
to an offer to exchange (the "Exchange Offer") $120,000,000 aggregate principal
amount of the Company's 10 1/2% Series B Senior Notes due April 1, 2009,
guaranteed by the Guarantors (as hereinafter defined), which are being
registered under the Securities Act of 1933, as amended (the "Exchange
Securities"), for the Company's existing 10 1/2% Senior Notes due 2009 (the "Old
Securities"). The Old Securities were issued, and the Exchange Securities will
be issued, pursuant to the Indenture (the "Indenture") dated as of March 27,
2002 among the Company, the Guarantors signatory thereto (the "Guarantors") and
First Union National Bank, as trustee (the "Trustee"). The terms of the Exchange
Securities to be issued will be substantially identical to the Old Securities,
except for certain transfer restrictions and registration rights relating to the
Old Securities.
We have examined the Registration Statement, the Exchange Securities
and the Indenture, which has been filed with the Securities and Exchange
Commission (the "Commission") as an exhibit to the Registration Statement. We
have also examined the originals, or duplicates or certified or conformed
copies, of such records, agreements, instruments and other documents and have
made such other and further investigations as we have deemed relevant and
necessary in connection with the opinions expressed herein. As to questions of
fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company and its
subsidiaries.
In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents. We also have assumed that the documents we have examined have been
duly authorized,
Balch & Bingham LLP
July 18, 2002
Page 2
executed and delivered by each party thereto, that each party to such documents
is validly existing and in good standing under the laws of all jurisdictions
where it is conducting business or otherwise is required to be so qualified, and
has full power and authority and all necessary consents and approvals to
execute, deliver and perform its obligations under such documents. We further
have assumed that the Indenture is the valid and binding obligation of the
Trustee.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that, when the Exchange
Securities are issued, executed, authenticated and delivered in accordance with
the terms of the Exchange Offer and the Indenture, the Exchange Securities will
be valid and binding obligations of the Company and the Guarantors enforceable
in accordance with their terms, subject to bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws relating to or affecting
the enforcement of creditors' rights generally and to general equity principles
(regardless of whether enforcement is sought in law or equity).
We are members of the State Bar of New York and we do not express any
opinion concerning any law other than the law of the State of New York.
This opinion is furnished solely for your benefit in connection with
your rendering an opinion to the Company to be filed as Exhibit 5.1 to the
Registration Statement and we hereby consent to your attaching this opinion as
an annex to such opinion. 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 hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission promulgated thereunder. This opinion may not be relied upon by
you for any other purpose, or quoted to or relied upon by any other person, firm
or entity for any purpose, without our prior written consent.
Very truly yours,
/S/ DEWEY BALLANTINE LLP