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[Hale Lane Letterhead]
April 17, 2003
Rexnord Corporation Rexnord, Ltd.
4701 Greenfield Avenue 4701 Greenfield Avenue
Milwaukee, WI 53214 Milwaukee, WI 53214
Latham & Watkins Rexnord Puerto Rico Inc.
53rd at Third 4701 Greenfield Avenue
885 Third Avenue Milwaukee, WI 53214
New York, NY 10022-4802
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
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 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 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 10-1/8% 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 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
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April 17, 2003
Page 2
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;
(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.
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April 17, 2003
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Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof the execution and delivery of the
Indenture in which the Guarantees are set forth have been duly authorized by
all necessary corporate action of the respective Covered Guarantor and the
Indenture has been duly executed and delivered by the Covered Guarantors.
This opinion is rendered only to you and the Security Holders and is
solely for your benefit and the benefit of the Security Holders in connection
with the transactions covered hereby. This opinion may not be relied upon by
you or the Security Holders 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.
Very truly yours,
/s/ Hale Lane Peek Dennison
and Howard Professional Corporation
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SCHEDULE A
NEVADA GUARANTORS
Rexnord, Ltd., a Nevada corporation
Rexnord Puerto Rico Inc., a Nevada corporation