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Exhibit 5.3
[SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C. LETTERHEAD]
(504) 299-2100
FAX (504) 299-2300
January 8, 2003
Rexnord Corporation
4701 Greenfield Avenue
Milwaukee, WI 53214
RE: Registration Statement on Form S-4 Relating to $225,000,000 Aggregate
Principal Amount of 10 1/8% Senior Subordinated Notes due 2012.
Ladies and Gentlemen:
We have acted as special Louisiana counsel to Prager Incorporated, a
Louisiana corporation (the "LOUISIANA SUBSIDIARY"). In connection with the
registration of $225,000,000 aggregate principal amount of 10 1/8% Senior
Subordinated Notes due 2012 (the "SECURITIES") by Rexnord Corporation, a
Delaware Corporation (the "COMPANY"), and the guaranty of the Securities (the
"GUARANTY") by the Louisiana Subsidiary and numerous other guarantors (the
"ADDITIONAL GUARANTORS"), under the Securities Act of 1933, as amended (the
"ACT"), on Form S-4 filed with the Securities and Exchange Commission (the
"COMMISSION") on January 8, 2003 (File No. 333-_____) (the "REGISTRATION
STATEMENT"), you have requested our opinion with respect to the matters set
forth below. The Securities and the Guaranty will be issued pursuant to
an Indenture dated as of November 25, 2002 (the "INDENTURE") by and among the
Company, the Louisiana Subsidiary, the Additional Guarantors and Wells Fargo
Bank Minnesota, National Association, as Trustee (the "TRUSTEE"). The
Securities and the Guaranty will be issued in exchange for the Company's
outstanding 10 1/8% Senior Subordinated Notes due 2012 on the terms set forth
in the prospectus contained in the Registration Statement and the Letter of
Transmittal filed as an exhibit thereto. Unless otherwise defined herein,
terms defined in the Indenture and used herein shall have the meanings given
to them in the Indenture.
We do not represent the Louisiana Subsidiary on general or regular basis
and, accordingly, have no detailed information concerning its business or
operations. Therefore, nothing contained herein should be construed as an
opinion regarding the Louisiana Subsidiary or its operations satisfying or
complying with any local laws or ordinances of general application pertaining
to the particular business and operations of the Louisiana Subsidiary.
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[SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C. LETTERHEAD]
Rexnord Corporation
January 8, 2003
Page -2-
In arriving at the opinions expressed below, we have examined (a) an
executed copy of the Indenture, as well as (b)(i) a copy of the Articles of
Incorporation of the Louisiana Subsidiary, certified by the Secretary of the
Louisiana Subsidiary (the "ARTICLES OF INCORPORATION"); (ii) a copy of the
Bylaws of the Louisiana Subsidiary, certified by the Secretary of the
Louisiana Subsidiary (the "BYLAWS"); (iii) a Certificate of Good Standing for
the Louisiana Subsidiary from the Louisiana Secretary of State dated November
19, 2002; (iv) resolutions of the Board of Directors of the Louisiana
Subsidiary, certified by the Secretary of the Louisiana Subsidiary; and (v) a
Certificate of the Louisiana Subsidiary's Secretary with respect to the items
set forth above dated November 22, 2002 (the "SECRETARY'S CERTIFICATE";
collectively, items (b)(i) through (b)(v) are the "CORPORATE DOCUMENTS").
In arriving at the opinions expressed below, we have made such
investigations of law, in each case as we have deemed appropriate as a basis
for such opinions.
In rendering the opinions expressed below, we have assumed, with your
permission and without independent investigation or inquiry, (a) the
authenticity of all documents submitted to us as originals, (b) the
genuineness of all signatures on all documents that we examined, (c) the
conformity to authentic originals of documents submitted to us as certified,
conformed or photostatic copies, (d) that all documents, instruments, and
agreements referred to herein have been or will be duly authorized, executed,
and delivered by all parties to such documents, instruments, and agreements
in the form submitted to us, with all blanks completed and all exhibits
attached, (e) the accuracy of all statements of fact set forth in the
Indenture, and (f) the accuracy and completeness of the Corporate Documents.
We have made no investigation or inquiry to determine the accuracy of the
foregoing assumptions and are not responsible for the effect of the
inaccuracy of any of these assumptions on the opinions expressed herein.
Based upon the foregoing and subject to the foregoing exceptions, we are
of the opinion that:
1. The Guaranty by the Louisiana Subsidiary set forth in the Indenture
has been duly authorized by all necessary corporate action of the Louisiana
Subsidiary.
The opinions set forth above are subject to the following qualifications
and exceptions:
a. With your permission, we have undertaken no investigation or
verification of any factual matters related to this Opinion.
b. This Opinion is rendered solely as to matters of Louisiana law, and
we do not purport to express any opinion herein concerning any law other than
the laws of the State of Louisiana. We are not opining as to any securities
laws, blue-sky laws, or laws of the United States of America. To the extent,
if any, that the laws of any jurisdiction other than the State of Louisiana
may be
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[SHER GARNER CAHILL RICHTER
KLEIN MCALISTER & HILBERT, L.L.C. LETTERHEAD]
Rexnord Corporation
January 8, 2003
Page -3-
applicable to any of the transactions or documents referred to herein, we
express no opinion with respect to any such laws or their effect on any of
the transactions or documents.
c. Our opinions are limited to the specific issues addressed and are
limited in all respects to laws and facts existing on the date of this
opinion. We undertake no responsibility to advise you of any changes in the
law or the facts after the date hereof that would alter the scope or
substance of the opinions expressed herein. This Opinion expresses our legal
opinion as to the foregoing matters based on our professional judgment at
this time; it is not, however, to be construed as a guaranty that a court
considering such matters would not rule in a manner contrary to the opinions
set forth above.
d. We express no opinion with respect to the enforceability against the
Louisiana Subsidiary of the Indenture.
This opinion has been rendered in connection with the Indenture and the
issuance and sale of the Securities. The opinions rendered herein are solely
for your benefit and are being furnished to you solely in connection with the
Indenture and the issuance and sale of the Securities. Accordingly, without
our prior written consent, this Opinion may not be quoted in whole or in part
or otherwise referred to in any report or document or otherwise referred to
or circulated in connection with any transaction, other than those
contemplated hereby.
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Sincerely,
/s/ SHER GARNER CAHILL RICHTER KLEIN MCALISTER & HILBERT, L.L.C.
Sher Garner Cahill Richter Klein McAlister & Hilbert, L.L.C.
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