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Exhibit 5.5
[QUARLES & BRADY LLP LETTERHEAD]
January 9, 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 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 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. 333-102428), (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 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. 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 9, 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, fraudulent transfer, 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; and (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.
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.
To the extent that the obligations of the Company and the Guarantors
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 other than the Wisconsin 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 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
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January 9, 2003
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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.
Very truly yours,
/s/ QUARLES & BRADY LLP
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January 9, 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-l 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>