EXHIBIT 5.2
[LETTERHEAD OF PEPPER HAMILTON LLP]
April 23, 2004
Keystone Automotive Operations, Inc.
Keystone Automotive Distributors, Inc.
Key Comp, Inc.
A&A Auto Parts Stores, Inc.
44 Tunkhannock Avenue
Exeter, Pennsylvania 18643
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special
legal counsel to Keystone Automotive Operations, Inc. (the "Issuer"), Keystone
Automotive Distributors, Inc., Key Comp, Inc. and A&A Auto Parts Stores, Inc.
(the "Pennsylvania Guarantors" and together with the Issuer, the "Registrants"),
in connection with the proposed registration by the Issuer of $175,000,000 in
aggregate principal amount of the Issuer's 9 3/4% Senior Subordinated Exchange
Notes due 2013 (the "Exchange Notes") pursuant to a Registration Statement on
Form S[_]4 filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"). Such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement." The Exchange Notes are to be issued pursuant to
the Indenture (as amended and supplemented from time to time, the "Indenture"),
dated as of October 30, 2003, by and among the Issuer, the Pennsylvania
Guarantors and the other guarantors party thereto (together with the
Pennsylvania Guarantors, the "Guarantors"), and The Bank of New York, as
trustee. The obligations of the Issuer under the Exchange Notes will be
guaranteed by the Guarantors pursuant to guarantees issued under the Indenture
(the "Guarantees"). The Exchange Notes and the Guarantees are to be issued in
exchange for and in replacement of the Issuer's 9 3/4% Senior Subordinated Notes
due 2013, of which $175,000,000 in aggregate principal amount is outstanding.
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 articles of incorporation and bylaws
of each of the Registrants, (ii) minutes and records of the corporate
proceedings of each of the Registrants with respect to the issuance of the
Exchange Notes and the Guarantees, (iii) the Indenture, (iv) the Registration
Statement, (v) the forms of Exchange Notes and
Keystone Automotive Operations, Inc.
April 23, 2004
Page 2
Guarantees and (vi) such other records, certificates and documents as we have
deemed necessary or appropriate in order to deliver the opinions set forth
herein.
For purposes of this opinion letter, 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 letter 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, we have not independently established or verified such facts and we have
relied upon statements and representations of officers and other representatives
of the Registrants and others and no inference as to our knowledge concerning
such facts should be drawn by such reliance.
Our opinions expressed below are 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 principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), and
(iii) public policy considerations which may limit the rights of parties to
obtain certain remedies.
Based upon and subject to the foregoing qualifications,
assumptions and limitations and the further limitations set forth below, we are
of the opinion that:
(i) Each of the Registrants has the requisite corporate power
and authority to execute and deliver the Indenture and to perform its
obligations thereunder.
(ii) The execution and delivery of the Indenture by each of
the Registrants and the performance of its obligations thereunder, have been
duly authorized by each such Registrant, and does not conflict with the articles
of incorporation, bylaws or any applicable provision of Pennsylvania law or
require any consent of any Pennsylvania governmental authority.
We hereby consent to the filing of this opinion letter as
Exhibit 5.2 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 Securities Act or the
rules and regulations of the Commission.
Keystone Automotive Operations, Inc.
April 23, 2004
Page 3
This opinion letter is limited to the laws of the Commonwealth
of Pennsylvania and the federal laws of the United States.
This opinion letter 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 letter should the present laws of the Commonwealth of Pennsylvania be
changed by legislative action, judicial decision or otherwise.
Yours very truly,
/s/ Pepper Hamilton LLP
PEPPER HAMILTON LLP