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Exhibit 5.3
LAW OFFICES OF
SHER GARNER CAHILL RICHTER
KLEIN McALISTER & HILBERT, L.L.C.
TWENTY-EIGHTH FLOOR
909 POYDRAS STREET
NEW ORLEANS, LOUISIANA 70112-1033
http://www.shergarner.com
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LEOPOLD Z. SHER (1) NEAL J. KLING EMMA E. DASCHBACH (1) LAW CORPORATION
JAMES M. GARNER (2) KEITH A. KORNMAN (2) HOWARD T. BOYD, III (2) (2) MEMBER OF LOUISIANA AND TEXAS
ELWOOD F. CAHILL, JR. JOSHUA S. FORCE (2, 4) BONITA Y. HAWKINS BARS
RICHARD P. RICHTER DEBORAH J. MOENCH RYAN D. ADAMS (3) MEMBER OF LOUISIANA
STEVEN I. KLEIN (1, 5) KAREN T. HOLZENTHAL TERRI B. LOUGHLIN AND ALABAMA
THOMAS P. McALISTER (2) DOROTHY S. WATKINS ELIZABETH A. READY BARS
PETER L. HILBERT, JR. (1) LAWRENCE (2) JACOB A. AIREY (4) MEMBER OF LOUISIANA AND CALIFORNIA
MARIE A. MOORE (3) JOHN T. BALHOFF, II BARS
DEBRA FISCHMAN COTTRELL EDWARD J. RANTZ, JR. (5) BOARD CERTIFIED TAX ATTORNEY
ROBERT P. THIBEAUX ALVIN CHARLES MIESTER, III OF COUNSEL: LOUISIANA BOARD OF LEGAL
DARNELL BLUDWORTH (2) ASHLEY S. BERGERON TIMOTHY B. FRANCIS SPECIALIZATION
MARTHA Y. CURTIS (2) ELIZABETH S. ROBINS DAVID A. MARCELLO
CHRISTOPHER T. CHOCHELES ALL OTHERS LOUISIANA BAR
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(504) 299-2100
FAX (504) 299-2300
May 13, 2003
Rexnord Corporation
4701 Greenfield Avenue
Milwaukee, WI 53214
Prager Incorporated
8550 United Plaza Boulevard
Baton Rouge, LA 70809
Latham & Watkins
555 Eleventh Street, N.W.
Suite 1000 Washington, D.C. 20004-1304
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:
We have acted as special Louisiana counsel to Prager Incorporated, a
Louisiana corporation (the "LOUISIANA SUBSIDIARY"). 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 co-registrants thereto,
and the guaranty of the Securities (the "GUARANTY") by the Louisiana Subsidiary
and numerous other guarantors (the "ADDITIONAL 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,
and amended on March 19, 2003, April 17, 2003, and May 14, 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 Louisiana Subsidiary, the Additional
Guarantors and Wells Fargo Bank Minnesota, National Association, as Trustee (the
"TRUSTEE"). The
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LAW OFFICES OF
SHER GARNER CAHILL RICHTER
KLEIN McALISTER & HILBERT, L.L.C.
Rexnord Corporation
Prager Incorporated
Latham & Watkins
May 13, 2003
PAGE - 2 -
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. Unless otherwise defined herein, terms
defined in the Indenture and used herein shall have the meanings given to them
in the Indenture.
We do not represent the Louisiana Subsidiary on a general or regular
basis and, accordingly, have no detailed information concerning its business or
operations. Therefore, nothing contained herein should be construed as an
opinion regarding the Louisiana Subsidiary or its operations satisfying or
otherwise complying with any local laws or ordinances or laws or ordinances of
general application pertaining to the particular business and operations of the
Louisiana Subsidiary.
In arriving at the opinions expressed below, we have examined (a) an
executed copy of the Indenture, as well as (b) (i) a copy of the Articles of
Incorporation of the Louisiana Subsidiary, certified by the Secretary of the
Louisiana Subsidiary (the "ARTICLES OF INCORPORATION"); (ii) a copy of the
Bylaws of the Louisiana Subsidiary, certified by the Secretary of the Louisiana
Subsidiary (the "BYLAWS"); (iii) a Certificate of Good Standing for the
Louisiana Subsidiary from the Louisiana Secretary of State dated November 19,
2002; (iv) resolutions of the Board of Directors of the Louisiana Subsidiary,
certified by the Secretary of the Louisiana Subsidiary; and (v) a Certificate of
the Louisiana Subsidiary's Secretary with respect to the items set forth above
dated November 22, 2002 (the "SECRETARY'S CERTIFICATE"; collectively, items
(b)(i) through (b)(v) are the "CORPORATE DOCUMENTS").
In arriving at the opinions expressed below, we have made such
investigations of law, in each case as we have deemed appropriate as a basis for
such opinions.
In rendering the opinions expressed below, we have assumed, with your
permission and without independent investigation or inquiry, (a) the
authenticity of all documents submitted to us as originals, (b) the genuineness
of all signatures on all documents that we examined, (c) the conformity to
authentic originals of documents submitted to us as certified, conformed or
photostatic copies, (d) the accuracy of all statements of fact set forth in the
Indenture, and (e) the accuracy and completeness of the Corporate Documents. We
have made no investigation or inquiry to determine the accuracy of the foregoing
assumptions and are not responsible for the effect of the inaccuracy of any of
these assumptions on the opinions expressed herein.
Based upon the foregoing and subject to the foregoing exceptions, we
are of the opinion that:
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LAW OFFICES OF
SHER GARNER CAHILL RICHTER
KLEIN McALISTER & HILBERT, L.L.C.
Rexnord Corporation
Prager Incorporated
Latham & Watkins
May 13, 2003
PAGE - 3 -
1. The Guaranty by the Louisiana Subsidiary set forth in the Indenture
has been duly authorized by all necessary corporate action of the Louisiana
Subsidiary, and the Guaranty has been duly executed and delivered by the
Louisiana Subsidiary.
The opinions set forth above are subject to the following
qualifications and exceptions:
a. This Opinion is rendered solely as to matters of Louisiana law, and
we do not purport to express any opinion herein concerning any law other than
the laws of the State of Louisiana. We are not opining as to any securities
laws, blue-sky laws, or laws of the United States of America. To the extent, if
any, that the laws of any jurisdiction other than the State of Louisiana may be
applicable to any of the transactions or documents referred to herein, we
express no opinion with respect to any such laws or their effect on any of the
transactions or documents.
b. Our opinions are limited to the specific issues addressed and are
limited in all respects to laws and facts existing on the date of this opinion.
We undertake no responsibility to advise you of any changes in the law or the
facts after the date hereof that would alter the scope or substance of the
opinions expressed herein. This Opinion expresses our legal opinion as to the
foregoing matters based on our professional judgment at this time; it is not,
however, to be construed as a guaranty that a court considering such matters
would not rule in a manner contrary to the opinions set forth above.
c. We express no opinion with respect to the enforceability against
the Louisiana Subsidiary of the Indenture.
We consent to your filing this Opinion as an exhibit to the
Registration Statement and to the referenced to our firm contained in the
heading "Legal Matters" contained in the Prospectus contained therein.
Sincerely,
/s/ Sher Garner Cahill Richter Klein McAlister
& Hilbert, L.L.C.
Sher Garner Cahill Richter Klein McAlister
& Hilbert, L.L.C.