[LETTERHEAD]
October 5, 1999
Cherokee International, LLC
Cherokee International Finance, Inc.
2841 Dow Avenue
Tustin, California 92780
Re: REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We have acted as special counsel to Cherokee International, LLC, a
California limited liability company ("Cherokee International"), and Cherokee
International Finance, Inc., a Delaware corporation ("Cherokee Finance" and,
together with Cherokee International, the "Issuers"), in connection with the
public offering of $100,000,000 aggregate principal amount of the Issuers'
10 1/2% Series B Senior Subordinated Notes due 2009 (the "Exchange Notes").
The Exchange Notes are to be issued pursuant to an exchange offer (the
"Exchange Offer") in exchange for a like principal amount of the Issuers'
issued and outstanding 10 1/2% Series A Senior Subordinated Notes due 2009
(the "Original Notes") under an Indenture, dated as of April 30, 1999 (the
"Indenture"), by and among the Issuers and Firstar Bank of Minnesota, N.A.,
as trustee (the "Trustee"), as contemplated by the Registration Rights
Agreement, dated as of April 30, 1999 (the "Registration Rights Agreement"),
by and among the Issuers and Credit Suisse First Boston Corporation.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-4 initially filed with the Securities and
Exchange Commission (the "Commission") on July 13, 1999 (Reg. No. 333-82713)
(the "Registration Statement"); (ii) an executed copy of the Registration
Rights Agreement; (iii) an executed
copy of the Indenture; (iv) the Articles of Organization of Cherokee
International; (v) the Second Amended and Restated Operating Agreement of
Cherokee International, as amended to the date hereof; (vi) the Certificate
of Incorporation of Cherokee Finance; (vii) the By-Laws of Cherokee Finance,
as amended to the date hereof; (viii) certain resolutions adopted by the
Management Committee and Board of Directors of Cherokee International and
Cherokee Finance, respectively, relating to the Exchange Offer, the issuance
of the Original Notes and the Exchange Notes, the Indenture and related
matters; (ix) the Form T-1 of the Trustee filed as an exhibit to the
Registration Statement; and (x) the form of the Exchange Notes. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Issuers and such agreements,
certificates of public officials, certificates of officers or other
representatives of the Issuers and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of executed documents or documents to be executed, we have
assumed that the parties thereto, other than the Issuers, had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties of
such documents and the validity and binding effect on such parties. As to
any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Issuers and
others.
Our opinions set forth herein are limited to the Delaware corporate law,
the California Beverly-Killea Limited Liability Company Act and the laws of
the State of New York which are normally applicable to transactions of the
type contemplated by the Exchange Offer and, to the extent that judicial or
regulatory orders or decrees or consents, approvals, licenses,
authorizations, validations, filings, recordings or registrations with
governmental authorities are relevant, to those required under such laws (all
of the foregoing being referred to as "Opined on Law"). We do not express
any opinion with respect to any laws other than Opined on Law or as to the
effect of any laws other than Opined on Law on the opinions herein stated.
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Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the Exchange Notes (in the form examined by us) have been
duly executed and authenticated in accordance with the terms of the Indenture
and have been delivered upon consummation of the Exchange Offer against
receipt of Original Notes surrendered in exchange therefor in accordance with
the terms of the Exchange Offer, the Exchange Notes will constitute valid and
binding obligations of the Issuers, enforceable against the Issuers in
accordance with their terms, except to the extent that enforcement thereof
may be limited by (1) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect
relating to creditors' rights generally and (2) general principles of equity
(regardless of whether enforceability is considered in a proceeding at law or
in equity).
In rendering the opinion set forth above, we have assumed that the
execution and delivery by each Issuer of the Indenture and the Exchange Notes
and the performance by such Issuer of its obligations thereunder do not and
will not violate, conflict with or constitute a default under any agreement
or instrument to which either Issuer or any of its properties is subject,
except for those agreements and instruments which have been identified to us
by the Issuers as being material to them and which are disclosed in the
Registration Statement.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference
to our firm under the caption "Legal Matters" in the Registration Statement.
In giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
Skadden, Arps, Slate, Meagher & Flom LLP
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