EXHIBIT 5.1
[Letterhead of Dechert LLP]
[ ], 2003
FastenTech, Inc.
8500 Normandale Lake Boulevard, Suite 1230
Minneapolis, MN 55437
Re: Form S-4 Registration Statement
Registration No. 333-108365
Gentlemen and Ladies:
We have acted as special counsel to FastenTech, Inc., a Delaware
corporation (the "Company") and the subsidiaries listed on Exhibit A hereto
(each a "Guarantor" and collectively the "Guarantors") in connection with the
preparation and filing by the Company and the Guarantors of a Registration
Statement on Form S-4 (Registration No. 333-108365) (the "Registration
Statement"), with the Securities and Exchange Commission for the purpose of
registering the issuance of up to an aggregate principal amount of $145,000,000
of the Company's 11 1/2% Senior Subordinated Notes due 2011 (the "Exchange
Notes") and the Guarantors' guarantees thereof (the "Exchange Guarantees") under
the Securities Act of 1933, as amended (the "Securities Act"). The Exchange
Notes and the Exchange Guarantees are to be issued in exchange for an equal
aggregate principal amount of the Company's outstanding 11 1/2% Senior
Subordinated Notes due 2011 (the "Existing Notes") and the Guarantors'
guarantees thereof pursuant to the Registration Rights Agreement (the
"Registration Rights Agreement") among the Company, the Guarantors, J.P. Morgan
Securities Inc., Lehman Brothers, Inc., and NatCity Investments, Inc., which is
filed as Exhibit 4.3 to the Registration Statement. The Exchange Notes are to be
issued pursuant to the terms of the Indenture by and among the Company, the
Guarantors and BNY Midwest Trust Company, as trustee (the "Trustee"), which is
filed as Exhibit 4.1 to the Registration Statement. 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 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 opinions, 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 Exchange Notes and the Exchange Guarantees.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, and having regard
for such legal considerations as we deem relevant, we are of the opinion that:
1. The Exchange Notes have been duly authorized by the Company and,
when (a) the Registration Statement has been declared effective, (b) the
Indenture has been duly qualified under the TIA, (c) the Exchange Notes have
been duly executed by the Company and (d) the Exchange Notes have been duly
authenticated by the Trustee in accordance with the terms of the Indenture and
issued and delivered in exchange for the Existing Notes in accordance with the
Registration Rights Agreement and the terms set forth in the prospectus which is
included in the Registration Statement, will constitute valid and legally
binding obligations of the Company, as issuer, enforceable against the Company
in accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, moratorium, reorganization and other similar laws
affecting creditors' rights generally or debtors' obligations generally, general
principles of equity (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.
2. The Exchange Guarantees have been duly authorized by each respective
Guarantor, and when (a) the Registration Statement has been declared effective,
(b) the Indenture has been duly qualified under the TIA, (c) the Exchange Notes
have been duly executed by the Company, (d) the Exchange Notes have been duly
authenticated by the Trustee in accordance with the terms of the Indenture and
issued and delivered in exchange for the Existing Notes in accordance with the
Registration Rights Agreement and the terms set forth in the prospectus which is
included in the Registration Statement and (e) the Exchange Guarantees have been
duly executed by the Guarantors, will constitute valid and legally binding
obligations of the applicable Guarantor party thereto enforceable against such
Guarantor in accordance with the terms of the applicable Exchange Guarantee,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization and other similar laws affecting creditors' rights generally or
debtors'
obligations generally, general principles of equity (whether considered in a
proceeding in equity or at law) and an implied covenant of good faith and fair
dealing.
The opinions expressed herein are limited to the General Corporation
Law of the State of Delaware and the laws of the United States, the State of New
York and the Commonwealth of Pennsylvania, and we express no opinion concerning
the laws of any other jurisdiction. Insofar as the opinions expressed herein
relate to or depend upon matters governed by the laws of Michigan or Ohio, we
have assumed the correctness of and relied upon, without any independent
verification, the opinions being delivered directly to you and filed as exhibits
to the Registration Statement of (a) Bowen, Radabough, Milton & Brown, P.C., as
to matters of Michigan law and (b) Dinsmore & Shohl LLP, as to matters of Ohio
law.
The opinion expressed herein is rendered to the Company and the
Guarantors in connection with the filing of the Registration Statement and for
no other purpose. The opinion expressed herein may not be used or relied on by
any other person, nor may this letter or any copies thereof be furnished to a
third party, filed with a government agency, quoted, cited or otherwise referred
to without our prior written consent, except as noted below.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus contained
therein, under the caption "Legal Matters." In giving such consent we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/ Dechert LLP
Exhibit A
Integrated Energy Technologies, Inc.
Fabri-Steel Products Incorporated
Nelson Stud Welding, Inc.
Nelson Stud Welding International, Inc.
Profile Steel and Wire, Incorporated
Progressive Stamping Co. (DE), Inc.
Specialty Bar Products Company
The Ferry Cap & Set Screw Company