Exhibit 5.1
[LETTERHEAD OF DECHERT PRICE & RHOADS]
December 10, 1997
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, IN 46013
Re: Form S-1 Registration Statement
Registration No. 33-37703
-------------------------
Gentlemen and Ladies:
We have acted as counsel to Delco Remy International, Inc., a Delaware
corporation (the "Company"), Delco Remy America, Inc., a Delaware corporation
("DRA"), Reman Holdings, Inc., a Delaware corporation ("Reman"), Remy
International, Inc., a Delaware corporation ("Remy"), Marine Drive Systems,
Inc., a New Jersey corporation ("Marine Drive" and collectively with DRA, Reman,
and Remy, the "Relevant Subsidiaries"), The A&B Group, Inc., a Mississippi
corporation, A&B Enterprises, Inc., a Mississippi corporation, Dalex, Inc. a
Mississippi corporation, A&B Cores, Inc., a Mississippi corporation, MCA, Inc.
of Mississippi, a Mississippi corporation, R&L Tool Company, Inc., a Mississippi
corporation, Nabco, Inc. a Michigan corporation, Power Investments, Inc., an
Indiana corporation, Franklin Power Products, Inc., an Indiana corporation,
International Fuel Systems, Inc. an Indiana corporation, Marine corporation of
America, Inc., an Indiana corporation, Powrbilt Products, Inc., a Texas
corporation and World Wide Automotive, Inc., a Virginia corporation (such
companies collectively with the Relevant Subsidiaries, the "Guarantors") in
connection with the preparation and filing of the Registration Statement on Form
S-1 (Registration No. 33-37703), originally filed on October 10,
Delco Remy International, Inc.
December 10, 1997
Page 2
1997, with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and the Trust Indenture Act of 1939, as amended, and as
subsequently amended by amendments thereto filed on October 22, 1997, November
21, 1997, November 26, 1997, December 9, 1997 and an amendment to be filed today
(the "Registration Statement"), relating to the proposed issuance of an
aggregate of $130,000,000 principal amount of Senior Notes Due 2007 (the "Senior
Notes") of the Company and guaranteed by the Guarantors (the "Guaranties"). The
Senior Notes are to be issued pursuant to the terms of an Indenture
substantially in the form filed as Exhibit 4.1 to the Registration Statement
(the "Indenture"), between the Company and United States Trust Company of New
York, as Trustee.
We have participated in the preparation of the Registration Statement
and have made such legal and factual examination and inquiry which we have
deemed advisable for the rendering of this opinion. In making our examination
we have assumed the genuiness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to all authentic
original documents of all documents submitted to us as copies. Based on the,
foregoing it is our opinion that:
1. The Senior Notes have been duly authorized by the Company, and
when executed, authenticated and delivered in accordance with the terms of the
Indenture, and paid for in the manner and at the prices set forth in the
Registration Statement, will constitute legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization or other similar laws affecting creditors' rights or debtors'
obligations and to general principles of equity.
2. Each Guaranty issued by a Relevant Subsidiary has been duly
authorized by the respective Relevant Subsidiary and when executed,
authenticated and delivered in accordance with the terms of the Indenture and
when the Senior Notes have been paid for in the manner and at the price set
forth in the Registration Statement, will constitute the legal, valid and
binding obligation of each Relevant Subsidiary, enforceable against each
Relevant Subsidiary in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or
other similar laws affecting creditors' rights or debtors' obligations and to
general principles of equity.
The opinion expressed herein is rendered for your benefit in
connection with the transaction contemplated herein. The opinion expressed
herein may not be used or relied on by any other person, nor may this letter or
any copies thereof be furnished to a third party, filed with a government
agency, quoted, cited or otherwise referred to without our prior written
consent, except as noted below.
Delco Remy International, Inc.
December 10, 1997
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus contained
therein, under the caption "Legal Matters." In giving such consent we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
Dechert Price & Rhoads