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Exhibit 5.5
[Quarles & Brady LLP Letterhead]
April 17, 2003
Rexnord Corporation
4701 Greenfield Avenue
Milwaukee, WI 53214
Betzdorf Chain Company Inc.
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 each of the other co-registrants thereto, 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
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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.
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 by the Wisconsin Guarantor
set forth in the Indenture has been duly authorized by all necessary corporate
action of the Wisconsin Guarantor and the Guaranty set forth in the Indenture
has been duly executed and delivered by the Wisconsin Guarantor.
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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SCHEDULE A
NAME JURISDICTION
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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