Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - MERITOR, INC. | k48950e8vk.htm |
| EX-5.8 - EX-5.8 - MERITOR, INC. | k48950exv5w8.htm |
| EX-5.3 - EX-5.3 - MERITOR, INC. | k48950exv5w3.htm |
| EX-5.1 - EX-5.1 - MERITOR, INC. | k48950exv5w1.htm |
| EX-5.5 - EX-5.5 - MERITOR, INC. | k48950exv5w5.htm |
| EX-5.4 - EX-5.4 - MERITOR, INC. | k48950exv5w4.htm |
| EX-5.9 - EX-5.9 - MERITOR, INC. | k48950exv5w9.htm |
| EX-5.6 - EX-5.6 - MERITOR, INC. | k48950exv5w6.htm |
| EX-5.7 - EX-5.7 - MERITOR, INC. | k48950exv5w7.htm |
| EX-5.11 - EX-5.11 - MERITOR, INC. | k48950exv5w11.htm |
| EX-5.10 - EX-5.10 - MERITOR, INC. | k48950exv5w10.htm |
Exhibit 5.2
[Letterhead of Chadbourne & Parke LLP]
March 3, 2010
ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084-7186
2135 West Maple Road
Troy, Michigan 48084-7186
Ladies and Gentlemen:
We have acted as counsel to ArvinMeritor, Inc., an Indiana corporation (the “Company”), in
connection with the issuance and sale of the Company’s $250,000,000 aggregate principal amount of
10.625% Notes due 2018 (the “Notes”) in an underwritten public offering pursuant to an Underwriting
Agreement, dated as of February 26, 2010, by and among the
Company, the guarantors party thereto and the underwriters named
therein (the “Underwriting Agreement”), and the Company’s Registration Statement on Form S-3
(Registration Statement No. 333-163233), as amended (the “Registration Statement”), filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Notes are to be issued under an indenture, dated as of April 1, 1998, as supplemented by
the supplemental indentures dated as of July 7, 2000, July 6, 2004, June 23, 2006 and March 3, 2010
(as so supplemented, the “Indenture”), between the Company and The Bank of New York Mellon Trust
Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank),
as trustee (the “Trustee”). The Notes
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will be guaranteed (collectively, the “Guarantees”) by certain subsidiaries of the Company
(collectively, the “Guarantors”).
As your counsel, we have reviewed (i) the Registration Statement, (ii) the Indenture, (iii)
the Notes and (iv) the Guarantees. We have also examined originals, or copies certified or
otherwise authenticated to our satisfaction, of such corporate records, instruments, certificates
of public officials and representatives of the Company, and other documents as we have deemed
necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the originals of all documents submitted to us as copies. As to questions
of fact material to this opinion, we have, when relevant facts were not independently established,
relied upon certificates of officers and representatives of the Company and appropriate public
officials.
In our review of the Notes, the Guarantees, the Indenture and the Underwriting Agreement
(collectively, the “Documents”), we have assumed that (i) the Company and the Guarantors have the
authority to execute and deliver the Documents to which they are parties (other than the corporate
or limited liability company authority of the Guarantors incorporated or formed in the State of
Delaware (the “Delaware Guarantors”) to enter into their respective Guarantees) and (ii) each of
the Documents constitutes valid and binding obligations of the parties thereto other than the
Company and the Guarantors, enforceable against each of them in accordance with their respective
terms.
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On the basis of the foregoing, and having regard for such legal considerations as we deem
relevant, we hereby advise you that, in our opinion, when the Notes and Guarantees have been
executed, authenticated and delivered against payment therefor in accordance with the Indenture and
the Underwriting Agreement, the Notes and Guarantees will be validly issued and will constitute
valid and binding obligations of the Company and each Guarantor, respectively, except as the same
may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’
rights in general and general principles of equity, including principles of materiality, commercial
reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in
equity or at law).
We do not express any opinion herein with respect to the laws of any jurisdiction other than,
in each case subject to the limitations and assumptions contained herein, the laws of the State of
New York and, solely with respect to the corporate or limited liability company authority of the
Delaware Guarantors to enter into the Guarantees, the General Corporation Law of the State of
Delaware and the Delaware Limited Liability Company Act (which, in each case, includes those
statutory provisions and all applicable provisions of the Delaware Constitution and the reported
judicial decisions interpreting such laws).
We hereby consent to the filing of this opinion as an Exhibit to a Current Report on Form 8-K
to be filed by the Company. We also hereby consent to the reference to this firm under the caption
“Legal Matters” in the Prospectus. In giving such consent, we do not
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admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the rules and
regulations promulgated thereunder.
Very truly yours,
/s/ Chadbourne & Parke LLP