Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
September 13, 2000
Champion Enterprises, Inc.
2701 Cambridge Court, Suite 300
Auburn Hills, MI 48326
Re: Champion Enterprises, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Champion Enterprises, Inc., a
Michigan corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by the Company
with the Securities and Exchange Commission (the "Commission") on August
18, 2000 under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the issuance and sale from time to time,
pursuant to Rule 415 of the General Rules and Regulations promulgated under
the Act, of the following securities of the Company with an aggregate
initial public offering price of up to $400,000,000 or the equivalent
thereof, based on the applicable exchange rate at the time of sale, in one
or more foreign currencies, currency units or composite currencies as shall
be designated by the Company: (i) senior or subordinated debt securities,
which may be secured or unsecured, in one or more series (the "Debt
Securities"), which may be issued under the Senior Indenture (the "Senior
Indenture"), proposed to be entered into between the Company and Bank One
Trust Company, National Association, as trustee, and the Subordinated
Indenture (the "Subordinated Indenture"), proposed to be entered into
between the Company and Bank One Trust Company, National Association, as
trustee, respectively, each filed as an exhibit to the Registration
Statement (collectively, the "Indentures" and each trustee, a "Trustee");
(ii) shares of preferred stock, no par value (the "Preferred Stock"), in
one or more series, which may also be issued in the form of depositary
shares (the "Depositary Shares") evidenced by depositary receipts (the
"Receipts") pursuant to one or more depositary agreements proposed to be
entered into between the Company and a depositary to be named; (iii) shares
of common stock, $1.00 par value per share, of the Company ("Common
Stock"); (iv) warrants ("Warrants") to purchase Debt Securities, Preferred
Stock, Depositary Shares, Common Stock or other securities of the Company
as shall be designated by the Company at the time of offering issued
pursuant to one or more warrant agreements proposed to be entered into
between the Company and a warrant agent to be named; and (v) such
indeterminate amount of Debt Securities and number of shares of Preferred
Stock or Common Stock, as may be issued upon conversion, exchange or
exercise of any Debt Securities, Preferred Stock or Warrants, including
such shares of Preferred Stock or Common Stock as may be issued pursuant to
anti-dilution adjustments, in amounts, at prices and on terms to be
determined at the time of offering (the "Indeterminate Stock"). The Debt
Securities, the Preferred Stock (including the Depositary Shares), the
Receipts, the Common Stock, the Warrants, and the Indeterminate Stock are
collectively referred to herein as the "Offered Securities."
This opinion is being delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.
We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary or appropriate in
connection with this opinion, including (i) the Registration Statement
relating to the Offered Securities; and (ii) the forms of Indentures.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to the opinions expressed herein which
were not independently established or verified, we have relied upon oral or
written statements and representations of officers and other
representatives of the Company and others. We have assumed that the
Indentures will be duly authorized, executed and delivered by, and will
constitute the valid and binding obligations of, the Trustees and that any
Debt Securities that may be issued will be manually signed or
countersigned, as the case may be, by duly authorized officers of the
Trustees.
Members of our firm are admitted to the bar in the State of New York
and we do not express any opinion as to the laws of any other jurisdiction.
The Debt Securities may be issued from time to time on a delayed or
continuous basis, and this opinion is limited to the laws, including the
rules and regulations, as in effect on the date hereof.
We have assumed that (i) the Company has duly authorized the filing
of the Registration Statement under Michigan law; (ii) prior to the
issuance of any Offered Debt Securities (as defined below), the Company
will have duly authorized the issuance of the Offered Debt Securities and
the applicable Indenture will be duly authorized, executed and delivered by
the Company under Michigan law; (iii) the choice of New York law in the
Indentures is legal and valid under the laws of other applicable
jurisdictions; (iv) the execution and delivery by the Company of the
Indentures and the performance by the Company of its obligations thereunder
will not violate or conflict with any laws of the State of Michigan and (v)
that the Company has and will have otherwise complied with all aspects of
the laws of the State of Michigan in connection with the transactions
contemplated by the Registration Statement. In addition, we have assumed
that the terms of the Offered Debt Securities will have been established so
as not to, and that the execution and delivery by the Company of, and the
performance of its obligations under, the Indentures, will not violate,
conflict with or constitute a default under (i) any agreement or instrument
to which the Company or its properties is subject, (ii) any law, rule or
regulation to which the Company is subject (except that we do not make the
assumption set forth in this clause (ii) with respect to those laws, rules
and regulations of the States of New York and of the United States of
America, in each case, that, in our experience, are normally applicable to
transactions of the type contemplated by the Registration Statement, but
without our having made any special investigation with respect to any other
laws, rules or regulations), (iii) any judicial or regulatory order or
decree of any governmental authority or (iv) any consent, approval,
license, authorization or validation of, or filing, recording or
registration with any governmental authority.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that with respect to any series of Debt Securities (the "Offered
Debt Securities"), when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), has become effective
under the Act and the applicable Indenture has been qualified under the
Trust Indenture Act of 1939, as amended; (ii) an appropriate prospectus
supplement or term sheet with respect to the Offered Debt Securities has
been prepared, delivered and filed in compliance with the Act and the
applicable rules and regulations thereunder; (iii) if the Offered Debt
Securities are to be sold pursuant to a firm commitment underwritten
offering, an underwriting agreement with respect to the Offered Debt
Securities has been duly authorized, executed and delivered by the Company
and the other parties thereto; (iv) the terms of the Offered Debt
Securities and of their issuance and sale have been duly established in
conformity with the applicable Indenture so as not to violate any
applicable law, the Articles of Incorporation or By-laws of the Company or
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the
Company; and (v) the Offered Debt Securities have been duly executed and
authenticated in accordance with the provisions of the applicable Indenture
and duly delivered to the purchasers thereof upon payment of the
agreed-upon consideration therefor, the Offered Debt Securities (including
any Debt Securities duly issued upon exercise of any Warrants), when issued
and sold in accordance with the applicable Indenture and the applicable
underwriting agreement, if any, or any other duly authorized, executed and
delivered valid and binding purchase or agency agreement, will be valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now
or hereafter in effect relating to creditors' rights generally, (b) general
principles of equity (regardless of whether enforceability is considered in
a proceeding at law or in equity), (c) public policy considerations which
may limit the rights of parties to obtain further remedies, (d)
requirements that a claim with respect to any Offered Debt Securities
denominated other than in United States dollars (or a judgment denominated
other than in United States dollars in respect of such claim) be converted
into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law, and (e) governmental authority to
limit, delay or prohibit the making of payments outside the United States
or in foreign currencies, currency units or composite currencies.
Dykema Gossett PLLC is permitted to rely upon this opinion for
the purpose of delivering its opinion to the Company in its capacity as
counsel to the Company in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act. We hereby consent to the filing
of this opinion with the Commission as an exhibit to the Registration
Statement. We also hereby consent to the use of our name under the heading
"Legal Matters" in the prospectus which forms a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are
within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless
otherwise expressly stated, and we disclaim any undertaking to advise you
of any subsequent changes in the facts stated or assumed herein or of any
subsequent changes in applicable law.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP