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Exhibit 5.2
[FITZGERALD, SCHORR, BARMETTLER & BRENNAN, P.C., L.L.O. LETTERHEAD]
May 15, 2003
Rexnord Corporation
4701 Greenfield Avenue
Milwaukee, WI 53214
Addax, Inc.
2135 Cornhusker Hwy.
Lincoln, NE 68521
Latham & Watkins
555 Eleventh Street, N.W.
Suite 1000
Washington, D.C. 20004
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 co-registrants, the guarantees of the Securities (the "Guarantees")
by each of the entities listed on Schedule A hereto (the "Guarantors"), and
specifically that certain guaranty of the Securities (the "Covered Guaranty") by
Addax, Inc., a Nebraska corporation (the "Covered 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,
and amended on March 19, 2003, April 17, 2003, May 14, 2003 and May 15, 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, the Securities and the
Guarantees 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.
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In our capacity as special counsel to the Covered Guarantor, in
connection with such registration, we are familiar with the proceedings taken by
the Covered Guarantor in connection with the authorization and issuance of the
Covered Guaranty, and have reviewed a signed copy of the Covered Guaranty
bearing the signature of Thomas J. Jansen.
In addition, we have examined originals or copies certified or
otherwise identified to our satisfaction of the following documents:
(a) the Articles of Incorporation of Addax, Inc., as filed with
the Nebraska Secretary of State on November 13, 1985;
(b) the Bylaws of Addax, Inc.;
(c) the Certificate of Good Standing with respect to the Covered
Guarantor from the Nebraska Secretary of State dated March 11,
2003 (the "Certificate of Good Standing");
(d) the Written Consent in Lieu of a Special Meeting of the
Directors of Addax, Inc., dated November 25, 2002 (the
"Appointment Consent"); and
(e) the Written Consent in Lieu of a Special Meeting of the Board
of Directors of Addax, Inc., dated November 25, 2002 (the
"Directors' Consent").
The documents described in (a) through (e) above are collectively
referred to herein as the "Corporate Documents". With respect to all factual
matters, we have relied solely upon, and have assumed the accuracy, completeness
and genuineness of, the representations, warranties and certificates contained
in and made pursuant to, the Operative Documents and the Corporate Documents.
We have not served as general counsel for any of the parties to, nor
have we been involved in the transactions contemplated in, the Operative
Documents. We have represented the Covered Guarantor only with respect to the
rendering of this opinion.
In rendering the opinions set forth below, we have relied, with your
permission, upon the following specific assumptions, the accuracy of which we
have not independently verified:
(a) Except for the Operative Documents, there are no other
documents or agreements executed by or between any of the
parties that would expand or otherwise modify the obligations
of the Covered Guarantor under the Covered Guaranty or that
would have any effect on the opinion rendered herein;
(b) 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; and
(c) the Bylaws of the Covered Guarantor that have been provided to
us are the current Bylaws of the Covered Guarantor, and there
have been no Amendments to such Bylaws that would have any
effect on the opinion rendered herein;
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We are opining herein as to the effect on the subject transaction only
of the laws of the State of Nebraska, and we express no opinion with respect to
the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction, including the federal laws of the United States, 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:
(1) The Covered Guaranty to be executed and delivered by the
Covered Guarantor set forth in the Indenture has been duly
authorized by all necessary corporate action of the Covered
Guarantor, and the Covered Guaranty has been duly executed and
delivered by the Covered Guarantor.
To the extent that the obligations of the Company and each Guarantor
under the Operative Documents may be dependent upon such matters, we assume for
purposes of this opinion that each Guarantor other than the Covered 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; (c) is duly qualified to engage in the
activities contemplated by each such Operative Document; and (d) has duly
authorized, executed and delivered each such Operative Document.
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/ Thomas R. Ostdiek
THOMAS R. OSTDIEK
For the Firm
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SCHEDULE A
<Table>
<Caption>
NAME JURISDICTION
PT Components Inc. Delaware
RAC-I Inc. Delaware
RBS Acquisition Corporation Delaware
RBS China Holdings L.L.C. Delaware
RBS Global Inc. Delaware
RBS North America Inc. Delaware
Rexnord Germany-1 Inc. Delaware
Rexnord International Inc. Delaware
Rexnord North America Holdings Inc. Delaware
Winfred Berg Licensco Inc. Delaware
W.M. Berg Inc. Delaware
Prager Incorporated Louisiana
Addax Inc. Nebraska
Clarkson Industries Inc. New York
Rexnord Ltd. Nevada
Rexnord Puerto Rico Inc. Nevada
Betzdorf Chain Co. Inc. Wisconsin
</Table>