[BRADLEY ARANT LETTERHEAD] Exhibit 5.2
March 29, 2005
Park-Ohio Industries, Inc.
23000 Euclid Avenue
Cleveland, Ohio 444117
Ladies and Gentlemen:
We have acted as special Alabama counsel to Tocco, Inc., an Alabama
corporation ("Tocco"), and Blue Falcon Travel, Inc., an Alabama corporation
("Blue Falcon" and, together with Tocco, the "Alabama Guarantors"), in
connection with the proposed issuance and exchange (the "Exchange Offer") of up
to $210,000,000 aggregate principal amount of the 8.375% Senior Subordinated
Notes due 2014 (the "Exchange Notes") of Park-Ohio Industries, Inc., an Ohio
corporation (the "Company") and the sole shareholder of each of the Alabama
Guarantors, and the guarantee of the Exchange Notes pursuant to the Indenture
(as defined below) and including the notation of Note Guarantees (as defined in
the Indenture) (the "Exchange Guarantees" and, together with the Exchange Notes,
the "Securities") registered under the Securities Act of 1933 (the "Securities
Act") by the Company and the additional registrants identified on Exhibit A to
this opinion, including the Alabama Guarantors (the additional registrants
identified on Exhibit A are hereinafter referred to collectively as the
"~3uaran~rs"), for an equal principal amount of the Company's outstanding 8.375%
Senior Subordinated Notes due 2014 (the "Outstanding Notes") and the guarantee
of the Outstanding Notes by the Guarantors (the "Outstanding Guarantees" and,
together with the Outstanding Notes, the "Outstanding Securities"). The
Outstanding Securities have been, and the Securities will be, issued pursuant to
the Indenture, dated as of November 30, 2004, among the Company, the Guarantors
and Wells Fargo Bank, N.A., as trustee (the "Indenture").
In connection with the opinions expressed herein, we have examined and
relied upon the representations and warranties as to factual matters contained
in and made pursuant to (1) an executed copy, certified or otherwise identified
to our satisfaction, of the Indenture, and (2) a copy of the Registration
Statement on Form S-4 relating to the Exchange Offer (the "Registration
Statement"), certified or otherwise identified to our satisfaction, in the form
proposed to be filed by the Company and the Guarantors with the Securities and
Exchange Commission under the Securities Act. The Indenture and the Registration
Statement are hereinafter referred to collectively as the "Transaction
Documents".
In addition to the Transaction Documents, we also have examined (i) the
Articles of Incorporation of Tocco, as amended, filed with the Judge of Probate,
Marshall County, Alabama, on December 31, 1974, as certified by the Judge of
Probate, Marshall County, Alabama on November 16, 2004; (ii) the By-laws of
Tocco, certified as true, complete and correct by the Secretary of Tocco; (iii)
the Articles of Incorporation of Blue Falcon filed with the Judge of Probate,
Marshall County, Alabama, on October 17, 1995, as certified by the Alabama
Secretary
Park-Ohio Industries, Inc.
March 29, 2005
Page 2
of State on November 1 6, 2004; and (iv) the By-laws of Blue Falcon, certified
as true, complete and correct by the Secretary of Blue Falcon.
In rendering the opinions hereinafter set forth, we have, with your
permission and without investigation, relied on (i) resolutions of the directors
and sole shareholder of each of the Alabama Guarantors with respect to the
transactions contemplated by the Transaction Documents; (ii) the following
certificates issued by governmental officials (collectively, the "Public
Certificates"): (A) a Certificate of Existence for Tocco dated March 24, 2005,
issued by the Secretary of State of the State of Alabama; and (B) a Certificate
of Existence for Blue Falcon dated March 24, 2005, issued by the Secretary of
State of the State of Alabama; and (iii) such certificates of officers or
representatives of the Alabama Guarantors as we have deemed necessary or
appropriate for the purposes of giving the opinions herein expressed.
In addition, and without limiting the foregoing, we have, with your
permission and without independent investigation, assumed the following in
connection with the opinions rendered below:
(i) the authenticity, accuracy and completeness of all
documents submitted to us as originals and the conformity to such
original documents of all documents submitted to us as certified,
conformed, photographic or telecopied copies;
(ii) the genuineness of all signatures and the legal capacity
of each person signatory to any of the documents reviewed by us;
(iii) there are no agreements or understandings among the
parties, written or oral, and there is no usage of trade or course of
prior dealing among the parties that would, in either case, define,
supplement or qualify the terms of the Indenture, the Securities or the
Outstanding Securities; and
(iv) that the Public Certificates have been properly given and
are accurate as of the date there of and as of the date of this
opinion.
Based upon the foregoing, and upon an examination of such questions of
law as we have considered necessary or appropriate, and subject to the
assumptions, limitations and qualifications set forth herein, we are of the
opinion that:
1. Each of the Alabama Guarantors is a corporation existing under the
laws of the State of Alabama, with the corporate power and authority to execute,
deliver and perform the Exchange Guarantees.
2. Each of the Exchange Guarantees of the Alabama Guarantors has been
authorized by all necessary corporate action of each of the Alabama Guarantors.
3. The Exchange Guarantees, when executed and delivered by each of the
Alabama Guarantors in accordance with the terms of the Exchange Offer in
exchange for the Outstanding
Park-Ohio Industries, Inc.
March 29, 2005
Page 3
Guarantees of each of the Alabama Guarantors, will be validly issued by such
Alabama Guarantors.
The opinions rendered in paragraph (1) above with respect to the
corporate existence of the Alabama Guarantors is based solely on the Public
Certificates. No opinion is expressed herein as to the good standing of the
Alabama Guarantors. In rendering the foregoing opinions, we have assumed that
(i) the Registration Statement will have become effective, (ii) the resolutions
authorizing the Alabama Guarantors to issue the Securities will be in full force
and effect at the time at which the Securities are issued, and (iii) all
Securities will be issued in compliance with applicable federal and state
securities laws.
The opinions expressed herein are limited to the matters stated herein
and no opinion may be implied or inferred beyond the matters expressly state
herein. In no way limiting the generality of the foregoing, no opinions are
expressed herein as to the enforceability of any document or agreement,
including, without limitation, the Securities and the Outstanding Securities.
The opinions expressed herein are as of the date hereof, and we assume no
obligation to update or supplement these opinions to reflect any facts or
circumstances which may hereafter come to our attention or any changes in the
law which may hereafter occur. The opinions expressed herein are further limited
in all respects to the laws of general application of the State of Alabama
which, in our experience, are normally applicable to transactions of the type
contemplated in the Transaction Documents. No opinion is expressed herein with
respect to the laws of any other jurisdiction or to the local laws, ordinances
or rules of any municipality, county or political subdivision of the State of
Alabama.
This opinion is furnished solely for the benefit of the Company and the
benefit of Jones Day (which is hereby entitled to rely on this opinion) in
connection with the transactions contemplated by the Transaction Documents. No
other person or entity shall be entitled to rely on this opinion without our
express written consent in each instance. This opinion letter is not be quoted
in whole or part or otherwise referred to, nor is it to be filed with or
disclosed to any governmental agency or other person, without our prior written
consent in each instance; provided, however, we consent to the Company's and the
Guarantors' filing this opinion as an exhibit to the Registration Statement. We
also consent to the reference to our firm under the caption "Legal Matters" in
the Registration Statement. By so consenting, we do not imply or admit that we
are included in the category of persons whose consent is required under Section
7 of the Securities Act or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Bradley Arant Rose & White LLP
EXHIBIT A
STATE OR OTHER
JURISDICTION OF
INCORPORATION OR
NAME OF GUARANTOR ORGANIZATION
----------------- ------------
Ajax Tocco Magnethermic Corporation Ohio
ATBD, Inc. Ohio
Blue Falcon Travel, Inc. Alabama
Columbia Nut & Bolt LLC Ohio
Control Transformer, Inc. Ohio
Donegal Bay Ltd. Ohio
Feco, Inc. Illinois
Forging Parts & Machining Company Ohio
GAMCO Components Group LLC Ohio
Gateway Industrial Supply LLC Ohio
General Aluminum Mfg. Company Ohio
ILS Technology LLC Ohio
Integrated Logistics Holding Company Ohio
integrated Logistics Solutions LLC Ohio
Lallegro, Inc. Delaware
Lewis & Park Screw & Bolt Company Ohio
Park Avenue Travel Ltd. Ohio
Park-Ohio Forged & Machined Products .LLC Ohio
Park-Ohio Products, Inc. Ohio
Pharmaceutical Logistics, Inc. Ohio
Pharmacy Wholesale Logistics, Inc. Ohio
PMC Industries Corp. Ohio
PMC-Colinet, Inc. Ohio
P-O Realty LLC Ohio
POVI L.L.C. Ohio
Precision Machining Connection LLC Ohio
RB&W Ltd. Ohio
RB&W Manufacturing LLC Ohio
Red Bird, Inc. Ohio
Southwest Steel Processing LLC Ohio
Summerspace, Inc. Ohio
The Ajax Manufacturing Company Ohio
The Clancy Bing Company Pennsylvania
Tocco, Inc. Alabama
Trickeration, Inc. Ohio
WB&R Acquisition Company, Inc. Pennsylvania
A-1