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Exhibit 5.5
[QUARLES & BRADY LLP LETTERHEAD]
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:
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 guaranty of the
Securities (the "Guaranty") by Betzdorf Chain Company Inc. (the "Wisconsin
Guarantor"), 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 9, 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 parties listed
on Schedule A hereto (collectively, the "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?%
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, the Securities and the Guaranty 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 special counsel in connection with such
registration, we are familiar with the proceedings taken by the Wisconsin
Guarantor in connection with the authorization and issuance of the Guaranty. 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.
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January 8, 2003
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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 federal laws of the United States, the internal laws of the State of
Wisconsin, and we express no opinion with respect to the applicability thereto,
or the effect thereon, of the laws of any other jurisdiction, or as to any
matters of municipal law or the laws of any local agencies within any state.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that, as of the date hereof, the Guaranty to be executed and
delivered by the Wisconsin Guarantor has been duly authorized by all necessary
corporate action of the Wisconsin Guarantor, and when executed in accordance
with the terms of the Indenture and upon due execution, authentication and
delivery of the Securities and upon payment therefor, the Guaranty will be the
legally valid and binding obligation of the Wisconsin Guarantor, enforceable
against the Wisconsin Guarantor in accordance with its terms.
The opinions rendered in the foregoing paragraphs relating to the
enforceability of the Securities and the Guaranty 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; (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; (iii) 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; and (iv) the
waiver of rights or defenses contained in Section 6.12 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 under the Indenture and the Securities or the Wisconsin Guarantor
under the Indenture and the Guaranty 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 Wisconsin
Guarantor under the Operative Documents may be dependent upon such matters, we
assume for purposes of this opinion that: (i) the Trustee, the Company 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; and (c) is duly qualified to engage
in the activities contemplated by each such Operative Document; (ii) the
Trustee, the Company and each Guarantor other than the Wisconsin Guarantor has
duly authorized, executed and delivered each such Operative Document; (iii) with
respect to the Trustee, each Operative Document to
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January 8, 2003
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which it 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.
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/
Quarles & Brady LLP
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January 8, 2003
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SCHEDULE A
<Table>
<Caption>
NAME JURISDICTION
1. PT Components Inc. Delaware
2. RAC-I Inc. Delaware
3. RBS Acquisition Corporation Delaware
4. RBS China Holdings L.L.C. Delaware
5. RBS Global Inc. Delaware
6. RBS North America Inc. Delaware
7. Rexnord Germany-1 Inc. Delaware
8. Rexnord International Inc. Delaware
9. Rexnord North America Holdings Inc. Delaware
10. Winfred Berg Licensco Inc. Delaware
11. W.M. Berg Inc. Delaware
12. Prager Incorporated Louisiana
13. Addax Inc. Nebraska
14. Clarkson Industries Inc. New York
15. Rexnord Ltd. Nevada
16. Rexnord Puerto Rico Inc. Nevada
17. Betzdorf Chain Company Inc. Wisconsin
</Table>