EXHIBIT 5.3
KUMMER KAEMPFER BONNER & RENSHAW
Attorneys at Law
3800 Howard Hughes Parkway Tel: 702.792.7000
Seventh Floor Fax: 702.796.7181
Las Vegas, Nevada 89109-0907 www.kkbr.com
nfo@kkbr.com
April 22, 2004
KAO MANAGEMENT SERVICES, INC.
KEYSTONE MARKETING SERVICES, 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
Nevada legal counsel to Kao Management Services, Inc. and Keystone Marketing
Services, Inc. (the "Registrants"), in connection with the proposed registration
by Keystone Automotive Operations, Inc. (the "Issuer") and the Registrants 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." We have been advised
that the obligations of the Issuer under the Exchange Notes will be guaranteed
by the Registrants and the other guarantors in accordance with the terms of the
Indenture (the "Guarantees"). The Exchange Notes and the Guarantees 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
Registrants and the other Guarantors party thereto and The Bank of New York, as
trustee. We have been advised that the Exchange Notes and the Guarantees are to
be issued in exchange for and in replacement of the Issuer's unregistered 9 3/4%
Senior Subordinated Notes due 2013 (the "Old Notes"), 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 as are currently in effect, (ii) minutes and records
of the corporate proceedings of each of the Registrants with respect to the
authorization and approval of the Indenture, (iii) the Indenture, (iv) the
Registration Statement, (v) the forms of Notes 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, 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, the legal capacity of natural
persons, 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 statements and representations of officers and
other representatives of the Registrants and others.
KAO MANAGEMENT SERVICES, INC.
KEYSTONE MARKETING SERVICES, INC.
April 22, 2004
Page 2
We have represented the Registrants only in connection with
the preparation and delivery of this letter in connection with the Indenture
and, as a result, are not familiar with the business, operations, properties or
activities of the Registrants or any contractual obligations, instruments,
agreements, laws, rules, regulations, orders or decrees applicable to the
Registrants or any of their business or properties or activities. We have not
undertaken any research for purposes of determining whether the Registrants or
any of the transactions that may occur in connection with the Indenture is
subject to any law or other governmental requirement other than to those laws
and requirements which in our experience would generally be recognized as
applicable both to general business corporations that are not engaged in
regulated business activities and to transactions of the type contemplated by
the Indenture.
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), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies, and (iv) Nevada securities laws.
Based upon and subject to the foregoing qualifications,
assumptions and limitations and the further limitations set forth below, we are
of the opinion that:
(1) Each of the Registrants has the requisite corporate power
and authority to execute and deliver the Indenture and to perform its
obligations thereunder.
(2) The execution and delivery of the Indenture by each of the
Registrants and the performance of its obligations thereunder, has been duly
authorized by each such Registrant, and does not conflict with the articles of
incorporation, bylaws or any applicable provision of Nevada law or require any
consent of any Nevada governmental authority.
We hereby consent to the filing of this opinion as Exhibit 5.3
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 of the rules and
regulations of the Commission.
Our advice on every legal issue addressed in this letter is
based exclusively on the internal law of the State of Nevada and the Nevada case
law decided thereunder as it presently exists, and we express no opinion as to
the laws of any other state, federal laws of the United States of America, or
other jurisdiction.
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 State of Nevada be changed by legislative action, judicial
decision or otherwise.
Sincerely,
/s/ Kummer Kaempfer Bonner & RENSHAW
KUMMER KAEMPFER BONNER & RENSHAW