Exhibit 5.1
JONES DAY
NORTH POINT 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114-1196
TELEPHONE (216) 586-3939 FACSIMILE (216) 579-0212
May 10, 2005
Park-Ohio Industries, Inc.
23000 Euclid Avenue
Cleveland, Ohio 44117
Re: $210,000,000 8 3/8% Senior Subordinated Notes Due 2014 of
Park-Ohio Industries, Inc.
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Ladies and Gentlemen:
We are acting as counsel to Park-Ohio Industries, Inc., an Ohio
corporation (the "COMPANY"), in connection with the proposed issuance and
exchange (the "EXCHANGE OFFER") of up to $210,000,000 aggregate principal amount
of the Company's 8 3/8% Senior Subordinated Notes due 2014 (the "EXCHANGE
NOTES") and the guarantee of the Exchange Notes (the "EXCHANGE GUARANTEES" and,
together with the Exchange Notes, the "SECURITIES") registered under the
Securities Act of 1933 (the "SECURITIES ACT") by Ajax Tocco Magnethermic
Corporation, an Ohio corporation, ATBD, Inc., an Ohio corporation, Blue Falcon
Travel, Inc., an Alabama corporation, Columbia Nut & Bolt LLC, an Ohio limited
liability company, Control Transformer, Inc., an Ohio corporation, Feco, Inc.,
an Illinois corporation, Forging Parts & Machining Company, an Ohio corporation,
GAMCO Components Group LLC, an Ohio limited liability company, Gateway
Industrial Supply LLC, an Ohio limited liability company, General Aluminum Mfg.
Company, an Ohio corporation, ILS Technology LLC, an Ohio limited liability
company, Integrated Logistics Holding Company, an Ohio corporation, Integrated
Logistics Solutions LLC, an Ohio limited liability company, Lallegro, Inc., a
Delaware corporation, Lewis & Park Screw & Bolt Company, an Ohio corporation,
Park Avenue Travel Ltd., an Ohio limited liability company, Park-Ohio Forged &
Machined Products LLC, an Ohio limited liability company, Park-Ohio Products,
Inc., an Ohio corporation, Pharmaceutical Logistics, Inc., an Ohio corporation,
Pharmacy Wholesale Logistics, Inc., an Ohio corporation, PMC - Colinet, Inc., an
Ohio corporation, PMC Industries Corp., an Ohio corporation, P-O Realty LLC, an
Ohio limited liability company, POVI L.L.C., an Ohio limited liability company,
Precision Machining Connection LLC, an Ohio limited liability company, RB&W
Ltd., an Ohio limited liability company, RB&W Manufacturing LLC, an Ohio limited
liability company, Red Bird, Inc., an Ohio corporation, Southwest Steel
Processing LLC, an Ohio limited liability company, Summerspace, Inc., an Ohio
corporation, The Ajax Manufacturing Company, an Ohio corporation, The Clancy
Bing Company, a Pennsylvania corporation, Tocco, Inc., an Alabama corporation,
and WB&R Acquisition Company, Inc., a Pennsylvania corporation (each a
"GUARANTOR" and, collectively, the "GUARANTORS"; the Guarantors other than those
incorporated
Park-Ohio Industries, Inc.
May 10, 2005
Page 2
or organized in Alabama, the "COVERED GUARANTORS"), for an equal principal
amount of the Company's outstanding 8 3/8% 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 an Indenture (the "INDENTURE"), dated
as of November 30, 2004, among the Company, the Guarantors and Wells Fargo Bank,
N.A., as trustee (the "TRUSTEE").
In rendering this opinion, we have examined such documents, records and
matters of law we have deemed necessary. Based upon the foregoing and subject to
the qualifications, limitations and assumptions stated herein, we are of the
opinion that:
(1) The Exchange Notes, when they are executed by the Company,
authenticated by the Trustee in accordance with the Indenture and delivered in
exchange for the Outstanding Notes in accordance with the terms of the Exchange
Offer, will be validly issued by the Company and will constitute valid and
binding obligations of the Company.
(2) The Exchange Guarantees, when they are executed and delivered in
accordance with the terms of the Exchange Offer in exchange for the Outstanding
Guarantees, will be validly issued by the Covered Guarantors and will constitute
valid and binding obligations of the Guarantors.
Our opinions are limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, conveyance, voidable preference, moratorium or other
similar laws, regulations or judicial opinions of general applicability relating
to or affecting creditors' rights generally, and by general equitable
principles, whether such principles are considered in a proceeding at law or at
equity.
In rendering the foregoing opinions (i) we have relied as to certain
factual matters upon certificates of officers of the Company, and we have not
independently checked or verified the accuracy of the statements contained
therein and (ii) we have assumed that the resolutions authorizing the Company
and the Guarantors to issue the Securities adopted by the Company's and the
Guarantors' Board of Directors or Board of Managers, as the case may be, remain
in full force and effect at the time at which the Securities are issued. Our
examination of matters of law in connection with the opinions expressed herein
has been limited to, and accordingly our opinions are hereby limited to, the
laws of the State of New York, the Illinois Business Corporation Act of 1983,
the Pennsylvania Business Corporation Law of 1988, the General Corporation Law
of the State of Delaware, the Ohio Limited Liability Company Act and the Ohio
General Corporation Law. We express no opinion as to the effect of the laws of
any other jurisdiction.
Park-Ohio Industries, Inc.
May 10, 2005
Page 3
We are not admitted or qualified to practice law in the State of
Alabama. Therefore, in rendering our opinions expressed herein, we have relied
solely and without independent investigation upon the opinion of Bradley Arant
Rose & White, LLP, a copy of which has been filed as Exhibit 5.2 to the
Registration Statement on Form S-4 of the Company and the Guarantors relating to
the Exchange Offer (the "REGISTRATION STATEMENT"), with respect to matters
governed by the laws of the State of Alabama, including, without limitation, the
valid issuance of the Exchange Guarantees by the Guarantors incorporated in the
State of Alabama.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement. In
giving such consent, we do not thereby 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/ JONES DAY