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Exhibit 5.4
[HALE LANE OPINION]
[DATE]
Rexnord Corporation
4701 Greenfield Avenue
Milwaukee, WI 53214
Latham & Watkins
53rd at Third
885 Third Avenue
New York, NY 10022-4802
Re: REGISTRATION STATEMENT ON FORM S-4 RELATING TO $225,000,000 AGGREGATE
PRINCIPAL AMOUNT OF 10?% SENIOR SUBORDINATED NOTES DUE 2012
Ladies and Gentlemen:
In connection with the registration of $225,000,000 aggregate principal
amount of 10?% Senior Subordinated Notes due 2012 (the "Securities") by Rexnord
Corporation, a Delaware corporation (the "Company'), and the guarantees of the
Securities set forth in Section 11 of the Indenture (the "Guarantees") by each
of the entities listed on Schedule A hereto (the "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 ____, 2003
(File No. 333-_______), (the "Registration Statement"), you have requested our
opinion with respect to the matters set forth below. The Securities and the
Guarantees will be issued pursuant to an indenture dated as of November 25, 2002
(the "Indenture") by and among the Company, each of the Guarantors and Wells
Fargo Bank Minnesota, National Association, as Trustee (the "Trustee"). The
Securities and the Guarantees will be issued in exchange for the Company's
outstanding 10?% 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. The Indenture and the Securities are
sometimes referred to herein collectively as the "Operative Documents."
Capitalized terms used herein without definition have the meanings assigned to
them in the Indenture.
In our capacity as your Nevada special counsel in connection with such
registration, we are familiar with the proceedings taken by Rexnord, Ltd., a
Nevada Corporation, and Rexnord Puerto Rico Inc., a Nevada corporation
(collectively, the "Covered Guarantors"), in connection with the authorization
and issuance of the Guarantees and, in rendering the opinions which follow, have
examined and relied upon the following documents:
(a) The Indenture;
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(b) A copy of the Articles of Incorporation of Rexnord, Ltd. filed with
the Secretary of State of Nevada on September 3, 1970, and a
Certificate of Amendment thereto filed with the Secretary of State of
Nevada on March 15, 1973;
(c) A copy of the Bylaws of Rexnord, Ltd. adopted by Rexnord, Ltd. on
September 14, 1970;
(d) Written Consent of Directors of Rexnord, Ltd. dated November 25, 2002;
(e) Certificate of Officer of Rexnord, Ltd. dated November 25, 2002;
(f) Certificate of Existence as to Rexnord, Ltd. issued by the Nevada
Secretary of State on November 19, 2002 ("Rexnord, Ltd. Good Standing
Certificate");
(g) A copy of the Articles of Incorporation of Rexnord Puerto Rico filed
with the Secretary of State of Nevada on June 14, 1978;
(h) A copy of the Bylaws of Rexnord Puerto Rico certified by an officer of
Rexnord Puerto Rico;
(i) Written Consent of Directors of Rexnord Puerto Rico dated November 25,
2002;
(j) Certificate of Officer of Rexnord Puerto Rico dated November 25, 2002;
and
(k) Certificate of Existence as to Rexnord Puerto Rico issued by the
Nevada Secretary of State on November 21, 2002 ("Rexnord Puerto Rico
Good Standing Certificate").
In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and instruments, as we have deemed necessary or appropriate for purposes of this
opinion.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity to authentic original documents of all documents submitted to us as
copies.
We are opining herein as to the effect on the subject transaction only
of the internal laws of the State of Nevada and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof each of the Guarantees to be executed and
delivered by each of the Covered Guarantors has been duly authorized by all
necessary corporate action of the respective Covered Guarantor, and when
executed and delivered in accordance with the terms of the Indenture and upon
due execution, authentication and delivery of the Securities and upon payment
therefor,
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each of the Guarantees will be the legally valid and binding obligation of the
respective Covered Guarantor, enforceable against the respective Covered
Guarantor in accordance with its terms.
The opinions rendered in the foregoing paragraphs relating to the
enforceability of the Guarantees are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights and remedies of creditors; and (ii) the
effect of general principles of equity, whether enforcement is considered in a
proceeding in equity or law, and the discretion of the court before which any
proceeding therefor may be brought.
We express no opinion as to:
(a) the unenforceability under certain circumstances under law or court
decisions of provisions for the indemnification of or contribution to a party
with respect to a liability where such indemnification or contribution is
contrary to public policy;
(b) the waiver of rights or defenses contained in Section 6.12 of the
Indenture;
(c) the enforceability of any provision requiring the payment of attorney's
fees, except to the extent that a court determines such fees to be reasonable;
(d) the enforceability of provisions in the Operative Documents designating
New York as the governing law thereof;
(e) the enforceability of any provision of the Operative Documents which
states that they (or any of them) may be modified or discharged only by a
subsequent agreement in writing;
(f) the enforceability of, under certain circumstances, provisions in
the Operative Documents to the effect that failure to exercise, or delay in
exercising, rights or remedies will not operate as a waiver of such right or
remedy;
(g) the enforceability of provisions of the Operative Documents
requiring that waivers must be in writing may not be enforceable if a
non-executory oral agreement has been created modifying any such provision or an
implied agreement by trade practice or course of conduct has given rise to a
waiver; and
(h) the securities or "blue sky" laws of the State of Nevada.
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 under the Indenture and the Securities or the Guarantors under the
Indenture and the Guarantees of Section 548 of the United States Bankruptcy Code
or applicable state law relating to fraudulent transfers and obligations.
To the extent that the obligations of the Company and the Covered
Guarantors under the Guarantees may be dependent upon such matters, we assume
for purposes of this opinion that: (i)
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the Trustee and each Guarantor (a) is duly organized, validly existing and in
good standing under the laws of its jurisdiction of organization; (b) has the
requisite organizational and legal power and authority to perform its
obligations under each of the Operative Documents to which it is a party; (c) is
duly qualified to engage in the activities contemplated by each such Operative
Document; and (d) has duly executed and delivered each such Operative Document;
(ii) Trustee and each Guarantor that is not a Covered Guarantor have duly
authorized each such Operative Document; (iii) with respect to the Trustee and
each Guarantor that is not a Covered Guarantor, each Operative Document to which
Trustee or any such Guarantor is a party constitutes its legally valid and
binding agreement, enforceable against it in accordance with its terms; and (iv)
the Trustee is in compliance, generally and with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent. We have no responsibility or obligation to update this opinion, to
consider its applicability or correctness to any Person other than its
addressees, or to take into account changes in law, facts or any other
development of which we may later become aware.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters" contained in the prospectus contained therein.
Very truly yours,
/s/ Hale Lane Peek Dennison and Howard
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