[LETTERHEAD]
August 9, 1999
Dura Operating Corp.
4508 IDS Center
Minneapolis, MN 55402
Re: Dura Operating Corp.
Registration Statement on Form S-4
Registration No. 333-81213
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Ladies and Gentlemen:
We have acted as special counsel to Dura Operating Corp., a Delaware
corporation (the "Issuer"), and each of Dura Automotive Systems, Inc., Column
Shifter Operations, a Michigan corporation; Universal Tool & Stamping Company
Inc., an Indiana corporation; Dura Automotive Systems Cable Operations, Inc., a
Delaware corporation; Adwest Electronics, Inc., a Delaware corporation; Adwest
Western Automotive Inc., a Michigan corporation; X.E. Co., a Michigan
corporation; Dura Automotive Systems of Tennessee, L.P., a Tennessee limited
partnership; Dura Automotive Systems of Indiana, Inc., an Indiana corporation;
Anderson Industries, Inc., a Delaware corporation; Hydro Flame Corporation, a
Utah corporation; Atwood Industries, Inc., an Illinois corporation; Atwood
Automotive Inc., a Michigan corporation; Mark I Molded Plastics, Inc., a
Michigan corporation; and Mark I Molded Plastics of Tennessee, Inc., a Tennessee
corporation (collectively, the "Guarantors" and, together with the Issuer, the
"Registrants"), in connection with the proposed registration by the Issuer of up
to $300,000,000 in aggregate principal amount of the Issuer's 9% Senior
Subordinated Notes due 2009, Series B (the "Dollar Exchange Notes") and up to
[EURO] 100,000,000, in aggregate principal amount of the Issuer's 9% Senior
Subordinated Notes due 2009, Series B (the "Euro Exchange Notes" and, together
with the Dollar Exchange Notes, the "Exchange Notes"), pursuant to a
Registration Statement on Form S-4 (Registration No. 333-81213), originally
filed with the Securities and Exchange Commission on June 21, 1999, under the
Securities Act of 1933, as amended (the "Act") (such Registration Statement, as
amended or supplemented is hereinafter referred to as the "Registration
Statement").
Dura Operating Corp.
August 9, 1999
Page 2
The obligations of the Issuer under the Exchange Notes will be
guaranteed by the Guarantors (the "Guarantees"). The Exchange Notes and the
Guarantees are to be issued pursuant to the Indentures (the "Indenture"), dated
as of April 22, 1999, by and among the Registrants and U.S. Bank Trust National
Association, as Trustee, in exchange for and in replacement of the Issuer's
outstanding 9% Senior Subordinated Notes due 2009 (the "Old Notes"). We have
been informed that $300,000,000 in aggregate principal amount of
dollar-denominated Old Notes and [EURO]100,000,000 in aggregate principal
amount of euro-denominated Old Notes were outstanding as of August 6, 1999.
In that connection, we have examined originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the certificate of incorporation, as amended, and the
bylaws, as amended, or limited partnership agreement, as applicable, of each of
the Registrants, (ii) minutes and records of the corporate or limited
partnership proceedings, as applicable, of the Registrants with respect to the
issuance of the Exchange Notes and the Guarantees, (iii) the Registration
Statement, (iv) the Registration Rights Agreement, dated as of April 22, 1999,
by and among the Registrants, NationsBanc Montgomery Securities LLC and
Donaldson, Lufkin & Jenrette Securities Corporation, and (iv) the Registration
Rights Agreement, dated as of April 22, 1999, by and among the Registrants, Bank
of America International Limited and Donaldson, Lufkin & Jenrette International.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of
the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Registrants and the due authorization, execution
and delivery of all documents by the parties thereto other than the Registrants.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon the statements and
representations of officers and other representatives of the Registrants and
others.
Our opinion expressed below is subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principle of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy
Dura Operating Corp.
August 9, 1999
Page 3
considerations which may limit the rights of parties to obtain certain remedies
and (iv) any laws except the laws of the State of New York, the General
Corporation Law of the State of Delaware and the federal laws of the United
States of America. We advise you that the issues addressed by this opinion may
be governed in whole or in part by other laws, and we express no opinion as to
whether any relevant difference exists between the laws upon which our opinion
is based and any other laws that may actually govern. We note that the
enforceability of the Guarantees may be governed in part by the laws of the
jurisdictions under which each of the Guarantors are formed. Because we are
not admitted to practice in each such jurisdiction, we have assumed for
purposes of our opinion that the laws of these jurisdictions with respect to
enforceability are not materially different than the laws of the State of New
York.
Based upon and subject to the assumptions, qualifications, exclusions
and other limitations contained in this letter, we are of the opinion that when
(i) the Registration Statement becomes effective, (ii) the Indentures have been
duly qualified under the Trust Indenture Act of 1939, as amended, (iii) the
Exchange Notes and the Guarantees have been duly executed and authenticated in
accordance with the provisions of the Indentures and duly delivered to the
purchasers thereof in exchange for the Old Notes, the Exchange Notes and the
Guarantees will be validly issued and binding obligations of the Registrants.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and
no opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
laws of the States of New York or Delaware or the federal law of the United
States be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Sincerely,
/s/ KIRKLAND & ELLIS
KIRKLAND & ELLIS