Exhibit 5
DECHERT PRICE & RHOADS
30 Rockefeller Plaza
New York, New York 10112
December 18, 1998
Penhall International Corp.
1801 Penhall Way
P.O. Box 4609
Anaheim, California 92803
Re: Penhall International Corp.
12% Senior Notes due 2006
Dear Sirs:
We have acted as counsel for Penhall International Corp., an
Arizona corporation (the "Company"), and the subsidiaries of the Company listed
on Schedule A hereto (the "Guarantors"), in connection with the filing by the
Company and the Guarantors of a Registration Statement on Form S-4, Registration
No. 333-64745 (the "Registration Statement"), with the Securities and Exchange
Commission for the purpose of registering up to $100 million aggregate principal
amount of the Company's 12% Senior Notes due 2006 (the "New Notes") under the
Securities Act of 1933, as amended (the "Act"). The New Notes are to be issued
in exchange for an equal aggregate principal amount of the Company's outstanding
12% Senior Notes due 2006 (the "Existing Notes"), are to be guaranteed on a
senior basis (the "Guarantees") by each of the Guarantors and are to be issued
pursuant to the terms of the indenture between Penhall Acquisition Corp. and
United States Trust Company of New York, as trustee (the "Trustee"), filed as
Exhibit 4.1 to the Registration Statement as supplemented by the First
Supplemental Indenture dated August 4, 1998 among the Company, the Guarantors
and the Trustee filed as Exhibit 4.2 to the Registration Statement
(collectively, the "Indenture"). The Indenture is to be qualified under the
Trust Indenture Act of 1939, as amended (the "TIA").
In connection with the foregoing, we have reviewed such
records, documents, agreements and certificates, and examined such questions of
law, as we have considered necessary or appropriate for the purpose of this
opinion. In making our examination of records, documents, agreements and
certificates, we have assumed the authenticity of the same, the
Penhall International Corp.
December 18, 1998
Page 2
correctness of the information contained therein, the genuineness of all
signatures, the authority of all persons entering and maintaining records or
executing documents, agreements and certificates (other than persons executing
documents, agreements and certificates on behalf of the Company and the
Guarantors), and the conformity to authentic originals of all items submitted to
us as copies (whether certified, conformed, photostatic or by other electronic
means) of records, documents, agreements or certificates. In rendering our
opinion we have relied as to factual matters upon certificates of public
officials and certificates and representations of officers of the Company and
the Guarantors.
We have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes a legal, valid and binding
agreement of the Trustee. In addition, we have assumed that there will be no
changes in applicable law between the date of this opinion and the date of
issuance and delivery of the New Notes.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that:
1. The New Notes have been duly authorized by the Company and,
when the Registration Statement has been declared effective, when the Indenture
has been duly qualified under the TIA, when the New Notes have been duly
executed by the Company and when the New Notes have been duly authenticated by
the Trustee in accordance with the terms of the Indenture and issued and
delivered against exchange of the Existing Notes in accordance with the terms
set forth in the prospectus which is included in the Registration Statement, the
New Notes will be valid and binding obligations of the Company.
2. The Guarantees have been duly authorized by each of the
Guarantors and, when the Registration Statement has been declared effective,
when the Indenture has been duly qualified under the TIA, when the New Notes
have been duly executed by the Company, when the notation of the Guarantees on
the New Notes has been duly endorsed by each Guarantor and when the New Notes
have been duly authenticated by the Trustee in accordance with the terms of the
Indenture and issued and delivered against exchange of the Existing Notes in
accordance with the terms set forth in the prospectus which is included in the
Registration Statement, the Guarantees will be valid and binding obligations of
the Guarantors.
Our opinion is subject to (i) the effect of applicable
bankruptcy, reorganization, insolvency, moratorium, arrangement and other laws
affecting creditors' rights, including, without limitation, the effect of
statutory or other laws regarding fraudulent conveyances, fraudulent transfers
and preferential transfers and (ii) limitations imposed by general principles of
equity (regardless of whether considered in a proceeding at law or in equity).
This opinion is rendered to the Company in connection with the
filing of the Registration Statement and for no other purpose. We are members of
the Bar of the State of New York, and except as contemplated by the next
succeeding sentence we express no opinion as to
Penhall International Corp.
December 18, 1998
Page 3
the laws of any jurisdiction other than the laws of the United States of America
and the State of New York. In rendering the opinions set forth above as to due
authorization of the New Notes and the Guarantees, we have relied, with your
approval, upon the opinions of Jennings, Strouss & Salmon, P.L.C. and Gibson,
Dunn & Crutcher LLP. Copies of all such opinions are attached hereto.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the prospectus which is included in the Registration
Statement. In giving the foregoing consent, we do not admit that we come within
the category of persons whose consent is required by the Act or the rules and
regulations promulgated thereunder.
Very truly yours,
/s/ DECHERT PRICE & RHOADS
Schedule A
Jurisdiction of
The Guarantors Incorporation
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Penhall Rental Corp. California
Penhall Company California
GIBSON DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, California 90071
December 17, 1998
(212) 351-4000 C11533-00001
Penhall Rental Corp.
Penhall Company
1801 Penhall Way
Anaheim, CA 92803
Dechert Price & Rhoads
30 Rockefeller Plaza
New York, NY 10112
Re: Penhall International Corp. -- 12% Senior Notes due 2006
--------------------------------------------------------
Ladies and Gentlemen:
We have acted as special California counsel for Penhall Rental Corp.
and Penhall Company (the "Guarantors"), each a California corporation and a
subsidiary of Penhall International Corp., an Arizona corporation (the
"Issuer"), in connection with the filing by the Issuer and the Guarantors of a
Registration Statement on Form S-4, Registration No. 333-64745 (the
"Registration Statement"), with the Securities and Exchange Commission for the
purpose of registering up to $100 million aggregate principal amount of the
Issuer's 12% Senior Notes due 2006 (the "New Notes") under the Securities Act of
1933, as amended. The New Notes are to be issued in exchange for an equal
aggregate principal amount of the Issuer's outstanding 12% Senior Notes due 2006
pursuant to the Registration Rights Agreement dated August 4, 1998 among Penhall
Acquisition Corp., an Arizona corporation and predecessor to the Issuer ("PAC"),
BT Alex. Brown Incorporated and Credit Suisse First Boston Corporation, filed as
Exhibit 4.4 to the Registration Statement. The Issuer and the Guarantors
assumed all of the obligations of PAC under the Registration Rights Agreement
pursuant to the Assumption Agreement dated August 4, 1998 among the Issuer, the
Guarantors and United States Trust Company of New York, as trustee (the
"Trustee"), filed as Exhibit 4.3 to the Registration Statement. The New Notes
are to be issued pursuant to the terms of the Indenture dated as of August 1,
1998 (the "Indenture") among PAC and the Trustee, filed as Exhibit 4.1 to the
Registration Statement. The Issuer and the Guarantors assumed all of the
obligations of PAC under the Indenture pursuant to the First Supplemental
Indenture dated August 4, 1998 among the Issuer, the Guarantors and the
Trustee, filed as Exhibit 4.2 to the Registration Statement. The New Notes are
to be guaranteed by each of the Guarantors pursuant to a guarantee to be
endorsed on the New Notes in the form attached as Exhibit E to the Indenture
(the "Exchange Guarantees").
In our capacity as special counsel for the Guarantors, we have examined, in
connection with the opinions set forth herein, among other things, originals,
certified copies or copies otherwise identified to our satisfaction as being
true copies of the originals of such agreements, documents,
Penhall Rental Corp.
Penhall Company
Dechert Price & Rhoads
December 17, 1998
Page 2
corporate records, certificates of public officials and other instruments as we
have deemed necessary or advisable to enable us to render the opinions set forth
herein. As to certain factual matters, we have relied upon certificates of
officers of the Guarantors.
We have assumed with your permission that the signatures on all documents
examined by us are genuine, all individuals executing such documents had all
requisite legal capacity and competency and (except in the case of individuals
executing documents on behalf of either of the Guarantors) were duly authorized,
the documents submitted to us as originals are authentic, the documents
submitted to us as certified or reproduction copies conform to the originals and
the originals of the documents submitted to us as certified or reproduction
copies are authentic.
Based on the foregoing and in reliance thereon, and subject to the
assumptions, exceptions, qualifications and limitations set forth herein, we are
of the opinion that the Exchange Guarantees have been duly authorized by each of
the Guarantors.
The foregoing opinion is subject to the following exceptions,
qualifications and limitations:
A.We render no opinion herein as to matters involving the laws of any
jurisdiction other than the State of California. This opinion is limited to the
effect of the present state of the laws of the State of California and the facts
as they presently exist. We assume no obligation to revise or supplement this
opinion in the event of future changes in such laws or the interpretations
thereof or such facts.
The matters recited in the first paragraph of this letter are not intended
and shall not be construed to constitute an opinion of this Firm.
This opinion is rendered to you in connection with the filing of the
Registration Statement and for no other purpose. This opinion may not be relied
upon by any person other than you, or by you in any other context. This opinion
may not be quoted in whole or in part without the prior written consent of this
Firm.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GIBSON, DUNN & CRUTCHER LLP
JRH, JPR, SBJ
JENNINGS, STROUSS & SALMON, P.L.C.
One Renaissance Square
Two North Central Avenue
Phoenix, AZ 85004
December 17, 1998
Penhall International Corp.
1801 Penhall Way
P.O. Box 4609
Anaheim, CA 92803
Dechert Price & Rhoads
30 Rockefeller Plaza
New York, NY 10112
RE: PENHALL INTERNATIONAL CORP. 12% SENIOR NOTES DUE 2006
Ladies and Gentlemen:
We have acted as special Arizona counsel to Penhall International Corp., an
Arizona corporation (formerly Phoenix Concrete Cutting, Inc.) (the "Company") in
connection with the filing by the Company of a Registration Statement on Form
S-4, Registration No. 333-64745 (the "Registration Statement") with the
Securities and Exchange Commission for the purpose of registering up to $100
million aggregate principal amount of the Company's 12% Senior Notes due 2006
(the "New Notes") under the Securities Act of 1933, as amended. The New Notes
are to be issued in exchange for an equal aggregate principal amount of the
Company's outstanding 12% Senior Notes due 2006 pursuant to the Registration
Rights Agreement dated August 4, 1998 among Penhall Acquisition Corp., an
Arizona corporation and predecessor to the Company, BT Alex. Brown Incorporated
and Credit Suisse First Boston Corporation. This opinion is being delivered to
you pursuant to your request. Except as otherwise defined herein, initially
capitalized terms used herein shall have the meanings ascribed to them in the
Registration Statement.
Based upon and subject to the qualifications set forth below, we are of the
opinion that the New Notes have been duly authorized by the Company.
In rendering the foregoing opinion we have assumed: the genuineness of all
signatures, including those not witnessed and/or facsimile copies thereof; the
authenticity of the documents submitted as originals; the conformity to
originals of documents submitted as copies; and the legal capacity, competency
and (except for individuals executing the documents on behalf of the Company)
the due authorization of all natural persons executing any documents.
Dechert Price & Rhoads
December 17, 1998
Page 2
As special counsel to the Company, we have examined originals or copies of
such documents, certificates of public officials and other instruments as we
have deemed necessary for purposes of this opinion. Further, with your consent,
in rendering this opinion, as to factual matters, we have relied upon certain
certificates and resolutions of the Company. We are expressing no opinion to
the extent such opinion is dependent upon any instrument or document that we
have not reviewed.
Our opinion is limited to the laws of the State of Arizona and no opinion
is given with respect to the laws of the United States or of any jurisdiction
other than the State of Arizona. The opinion expressed herein is made as of and
based upon the law in effect on the date hereof and we do not undertake to
update this opinion with respect to any changes, legislative, judicial or
otherwise, of which we may later become aware.
This opinion is being furnished only to the addressees and is solely for
their benefit in connection with the filing of the Registration Statement and
for no other purpose. This opinion may not be relied upon, directly or
indirectly, for any other purpose, or by any other person, firm or corporation
for any purpose, without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ JENNINGS, STROUSS & SALMON, P.L.C.