Exhibit 5.1
[Letterhead of Cahill Gordon & Reindel LLP, New York, New York]
September 17, 2004
Transportation Technologies Industries, Inc.
980 North Michigan Avenue, Suite 1000
Chicago, Illinois 60611
Re: Registration Statement on Form S-4
-----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Transportation Technologies Industries,
Inc., a Delaware corporation (the "Company"), and its subsidiaries named on
Schedule A attached hereto (collectively, the "Subsidiary Guarantors"), in
connection with the filing with the Securities and Exchange Commission (the
"Commission") of a Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), and the
proposed issuance of $100,000,000 aggregate principal amount of 12 1/2% Senior
Subordinated Notes due 2010 (the "Exchange Notes") of the Company and the
guarantees of the Exchange Notes by the Subsidiary Guarantors (the "New
Guarantees").
Upon the effectiveness of the Registration Statement, the Company and the
Subsidiary Guarantors propose to offer to exchange (the "Exchange Offer") the
Exchange Notes and the New Guarantees for a like principal amount of the
Company's outstanding 12 1/2% Senior Subordinated Notes due 2010 and the
guarantees thereof by the Subsidiary Guarantors pursuant to the Registration
Rights Agreement dated as of May 21, 2004 by and among
-2-
the Company, the Subsidiary Guarantors and CIBC World Markets Corp. and Wachovia
Capital Markets, LLC which is filed as Exhibit 4.1 to the Registration Statement
(the "Registration Rights Agreement"). The Exchange Notes and the New Guarantees
are to be issued under the Indenture dated as of May 21, 2004 among the Company,
the Subsidiary Guarantors and U.S. Bank National Association, as Trustee (the
"Indenture"). The Indenture is to be qualified under the Trust Indenture Act of
1939, as amended (the "Trust Indenture Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, documents, certificates and instruments as we deemed necessary and
appropriate to enable us to render the opinion expressed below.
In rendering the opinions set forth herein, we have examined originals,
photocopies or conformed copies of all such records of the Company and the
Subsidiary Guarantors and all such agreements, certificates of public officials,
certificates of officers and representatives of the Company and the Subsidiary
Guarantors, and such other documents and have made such other investigations as
we have deemed relevant and necessary as a basis for the opinions hereinafter
expressed. In our examination, we have assumed (a) the due authorization,
execution and delivery by the parties (other than the Company and the Subsidiary
Guarantors) to each of the documents submitted to us, (b) that each of such
parties has the legal power to act in the respective capacity or capacities in
which it is to act thereunder, (c) the authenticity of all documents submitted
to us as originals, (d) the conformity to the original documents of all
documents submitted to us as copies and (e) the genuineness of all signatures on
all documents submitted to us. We have relied, as to factual matters, on
certificates of officers of the Company and the Subsidiary Guarantors and on the
representations and warranties made in the documents submitted to us.
Based on the foregoing and subject to the qualifications expressed herein,
we are of the opinion that when (a) the Registration Statement, as finally
amended, has become effective under the Act and the Indenture has been duly
qualified under the Trust Indenture Act, (b) the Exchange Notes have been duly
issued, executed, authenticated and delivered in accordance with the terms of
the Indenture, the Registration Rights Agreement and the Exchange Offer and (c)
the New Guarantees have been duly executed and delivered in accordance with the
terms of the Indenture, the Registration Rights Agreement and the Exchange
Offer, such Exchange Notes and New Guarantees will constitute legal, valid and
binding obligations of the Company and the Subsidiary Guarantors, respectively,
entitled to the benefits of the Indenture and enforceable against the Company
and the Subsidiary Guarantors, respectively, in accordance with their terms,
except that (i) the enforceability thereof may be subject to bankruptcy,
insolvency, moratorium, reorganization, fraudulent transfer or conveyance and
other similar laws now or hereafter in effect relating to or affecting
creditors' rights or remedies generally, (ii) the remedy of specific performance
and injunctive and other forms of equi-
-3-
table relief may be subject to equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought (regardless of whether
enforcement is sought in a proceeding at law or in equity), (iii) any rights to
indemnification or contribution may be limited by public policy considerations
with respect thereto and (iv) we express no opinion concerning the
enforceability of the waiver of rights or defenses contained in Section 4.03 of
the Indenture.
We have not been requested to express, and with your knowledge and consent,
do not render any opinion as to the applicability to the obligations of the
Company and the Subsidiary Guarantors under the Indenture, the Exchange Notes
and the New Guarantees of Section 548 of the United States Bankruptcy Code or
applicable state law (including, without limitation, Article 10 of the New York
Debtor and Creditor Law) relating to fraudulent transfers and obligations.
In rendering the opinion set forth above, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York, the
Delaware Revised Uniform Limited Partnership Act, the Delaware General
Corporation Law, including the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting such laws, and the
federal laws of the United States of America that, in our experience, are
applicable to transactions of the type contemplated by the Exchange Offer.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and the prospectus forming a part
thereof. Our consent to such reference does not constitute a consent under
Section 7 of the 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 Section 7 or under the
rules and regulations of the Commission thereunder.
This opinion is furnished to you in connection with the filing of the
Registration Statement and may not be used, circulated, quoted or otherwise
relied upon for any other purpose without our prior written consent.
Very truly yours,
/s/ Cahill Gordon & Reindel LLP
Schedule A
Subsidiary Guarantors
Truck Components Inc.
Gunite Corporation
Gunite EMI Corporation
Brillion Iron Works, Inc.
Fabco Automotive Corporation
Bostrom Holdings, Inc.
Bostrom Seating, Inc.
Bostrom Specialty Seating, Inc.
Imperial Group Holding Corp.-1
Imperial Group Holding Corp.-2
Imperial Group, L.P.
JAII Management Company