[Letterhead of Cahill Gordon & Reindel]
November 22, 2002
(212) 701-3000
TriMas Corporation
39400 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304
Dear Ladies and Gentlemen:
We have examined a copy of the Registration Statement on Form S-4 (No.
333-100351), as amended (the "Registration Statement"), filed by TriMas
Corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") and relating to the registration pursuant to the provisions of the
Securities Act of 1933, as amended (the "Act"), of up to $352,773,000 principal
amount of 9 7/8% Senior Subordinated Notes due 2012 (the "Exchange Notes"). The
Exchange Notes, which upon the effectiveness of the Registration Statement will
be registered under the Act, will be issued in exchange for a like principal
amount of the Company's outstanding 9 7/8% Senior Notes due 2012 (the "Original
Notes"), which are not registered under the Act. The Exchange Notes have been
authorized pursuant to resolutions adopted by the Board of Directors of the
Company, and are identical in all material respects to the Original Notes,
except for certain transfer restrictions relating to the Original Notes. The
Exchange Notes will be issued pursuant to the Indenture (the "Indenture") dated
as of June 6, 2002, between the Company and the Bank of New York, as trustee. In
rendering this opinion, we have reviewed such documents and made such
investigations as we have deemed appropriate.
In our examination of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to us as conformed, photostatic or
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other copies. As to matters of fact, we have relied upon representations of
officers of the Company.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
The Exchange Notes have been duly authorized for issuance and, when duly
executed, authenticated, registered, issued and delivered in exchange for
Original Notes of a like principal amount, in accordance with the terms of 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 and entitled to the benefits of the Indenture,
subject to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance and similar laws affecting creditors' rights and remedies
generally and subject 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).
We are members of the bar of the State of New York and do not purport to be
experts in, or to express any opinion concerning, the laws of any jurisdiction
other than the law of the State of New York, the Delaware General Corporation
Law and the federal laws of the Unites States of America.
Neither this opinion nor any part hereof may be delivered to, used or
relied upon by any person other than you without our prior written consent.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference of our firm under the
caption "Legal Matters" in the Registration Statement and related prospectus.
Our consent to such reference does not constitute a consent under Section 7 of
the Securities Act, and in consenting to such reference we have not certified
any part of the Registration Statement and do not otherwise come within the
categories of persons whose consent is required under said Section 7 or under
the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel