Exhibit 5.1
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February 27, 2004
General Cable Corporation
Diversified Contractors, Inc.
Genca Corporation
General Cable Canada, Ltd.
General Cable Company
General Cable Industries, Inc.
General Cable Industries, LLC
General Cable de Latinoamerica, S.A. de C.V.
General Cable Management LLC
General Cable de Mexico del Norte, S.A. de C.V.
General Cable Overseas Holdings, Inc.
General Cable Technologies Corporation
General Cable Texas Operations, L.P.
GK Technologies, Incorporated
Marathon Manufacturing Holdings, Inc.
Marathon Steel Company
MLTC Company
Ladies and Gentlemen:
We have acted as counsel to General Cable Corporation, a Delaware
corporation ("GC"), Diversified Contractors, Inc., a Delaware corporation, Genca
corporation, a Delaware corporation, General Cable Canada, Ltd., an Ontario
corporation, General Cable Company, a Nova Scotia unlimited company, General
Cable Industries, Inc., a Delaware corporation, General Cable Industries, LLC, a
Delaware limited liability company, General Cable de Latinoamerica, S.A. de
C.V., a Mexican company, General Cable Management LLC, a Delaware corporation,
General Cable de Mexico del Norte, S.A. de C.V., a Mexican company, General
Cable Overseas Holdings, Inc., a Delaware corporation, General Cable
Technologies Corporation, a Delaware corporation, General Cable Texas
Operations, L.P., a Delaware limited partnership, GK Technologies, Incorporated,
a New Jersey corporation, Marathon Manufacturing Holdings, Inc., a Delaware
corporation, Marathon Steel Company, an Arizona corporation, and MLTC Company, a
Delaware corporation (collectively, the "Guarantors"), in connection with the
preparation and filing with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, of a Registration Statement on Form-S-4,
relating to $285,000,000 aggregate principal amount of 9 1/2% Senior Notes due
2010, Series B (the "New Notes") of GC that may be issued
One Logan Square 18th & Cherry Streets Philadelphia, PA 19103
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Delaware - Florida - Maryland - New Jersey - New York - Ohio -
Pennsylvania - Washington, DC
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in exchange for a like aggregate principal amount of the issued and outstanding
9 1/2% Senior Notes due 2010 (the "Old Notes") of GC. GC proposes to offer, upon
the terms set forth in the Registration Statement, to exchange $1,000 principal
amount of New Notes for each $1,000 principal amount of Old Notes (the "Exchange
Offer"). The Guarantors will fully, unconditionally and jointly and severally
guarantee (the "Guarantees") the New Notes on an unsecured, senior basis. The
New Notes and Guarantees will be offered under an Indenture dated as of November
24, 2003, by and among GC, the Guarantors and U.S. Bank National Association,
as Trustee (the "Indenture"). Capitalized terms defined in the Registration
Statement and not otherwise defined herein are used herein as so defined.
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Indenture, the form of the New
Note attached as an exhibit to the Indenture and such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of GC and the
Guarantors, and have made such inquiries of such officers and representatives as
we have deemed relevant and necessary as the basis for the opinions hereinafter
set forth.
In such examination, 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 documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. As to all questions of fact material to this
opinion that have not been independently established, we have relied upon
representations, certificates or comparable documents of officers and
representatives of GC and the Guarantors.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
1. Assuming that the Indenture has been duly authorized, executed and
delivered by the Trustee, when (i) the New Notes issuable upon consummation of
the Exchange Offer have been duly executed by GC and authenticated by the
Trustee in accordance with the terms of the Indenture and (ii) the New Notes
issuable upon consummation of the Exchange Offer have been duly delivered
against receipt of Old Notes surrendered in exchange therefor, the New Notes
issuable upon consummation of the Exchange Offer will constitute the legal,
valid and binding obligations of GC, enforceable against it in accordance with
their terms.
2. Assuming that the Indenture has been duly authorized, executed and
delivered by the Trustee, when (i) the New Notes issuable upon consummation of
the Exchange Offer have been duly executed by GC and authenticated by the
Trustee in accordance with the terms of the Indenture and (ii) the New Notes
issuable upon consummation of the Exchange Offer have been duly delivered
against receipt of Old Notes surrendered in exchange therefor, the Guarantees of
One Logan Square 18th & Cherry Streets Philadelphia, PA 19103
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Delaware - Florida - Maryland - New Jersey - New York - Ohio -
Pennsylvania - Washington, DC
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New Notes issuable upon consummation of the Exchange Offer will constitute the
legal, valid and binding obligations of the Guarantors, enforceable against them
in accordance with their terms.
The opinions expressed herein are subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
In addition, the opinions expressed herein are limited to the laws of
the State of New York and we express no opinion as to the effect on the matters
covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/Blank Rome LLP
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One Logan Square 18th & Cherry Streets Philadelphia, PA 19103
www.BlankRome.com
Delaware - Florida - Maryland - New Jersey - New York - Ohio -
Pennsylvania - Washington, DC