S-3/A

As filed with the Securities and Exchange Commission on December 23, 2009

Registration Statement No. 333-163233

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1
to

Form S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ArvinMeritor, Inc.

(Exact name of registrant as specified in its charter)

	2135 West Maple Road
	Troy, Michigan 48084-7186
Indiana	(248) 435-1000	38-3354643
(State or other jurisdiction of incorporation or organization)	(Address, including zip code, and telephone number, including	(I.R.S. Employer Identification No.)
	area code, of registrant’s principal executive offices)

Vernon G. Baker, II, Esq.
Senior Vice President and General Counsel
ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084-7186
(248) 435-1000

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Marc A. Alpert, Esq.
Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-5100

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS

PART II INFORMATION NOT REQUIRED IN PROSPECTUS
	Item 14. Other Expenses of Issuance and Distribution
	Item 15. Liability and Indemnification of Directors and Officers
	Item 16. Exhibits
	Item 17. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-5.1
EX-5.2

TABLE OF ADDITIONAL REGISTRANTS

		Primary
	Jurisdiction of	Standard
	Incorporation	Industrial		I.R.S. Employer
	or	Classification		Identification
Name of Additional Registrant*	Organization	Code Number		Number
Arvin Cayman Islands, Ltd.	Cayman Islands		3714		98-0338029
Arvin European Holdings (UK) Limited	United Kingdom		3714		38-3559691
Arvin Holdings Netherlands B.V.	Netherlands		3714		98-0589784
Arvin Innovation Holdings, Inc.	Delaware		3714		26-4240411
Arvin Innovation Management, Inc.	Delaware		3714		25-1221513
Arvin Innovation Mexico Holdings II, LLC	Delaware		3714		26-3131998
Arvin Innovation Mexico Holdings III, LLC	Delaware		3714		26-3790510
Arvin Industries Foreign Sales Corporation	Virgin Islands of the United States		3714		66-0417358
Arvin International Holdings, LLC	Delaware		3714		90-0218822
Arvin Replacement Products Finance, LLC	Delaware		3714		38-3617890
Arvin Technologies, Inc.	Michigan		3714		38-3349979
ArvinMeritor Assembly, LLC	Delaware		3714		38-3617889
ArvinMeritor Brake Holdings, Inc.	Delaware		3714		25-1251994
ArvinMeritor B.V.	Netherlands		3714		52-2196515
ArvinMeritor Filters Holding Co., LLC	Delaware		3714		38-2060287
ArvinMeritor Filters Operating Co., LLC	Delaware		3714		73-1305936
ArvinMeritor Former Ride Control Operating Co., Inc.	Delaware		3714		36-3739286
ArvinMeritor Holdings, LLC	Delaware		3714		74-3189806
ArvinMeritor Holdings Mexico, LLC	Delaware		3714		98-0439989
ArvinMeritor, Inc., a Nevada Corporation	Nevada		3714		52-2092391
ArvinMeritor Investments, LLC	Delaware		3714		98-0216621
ArvinMeritor Limited	United Kingdom		3714		98-0110847
ArvinMeritor Mascot, LLC	Delaware		3714		26-2497100
ArvinMeritor OE, LLC	Delaware		3714		38-3622443
Arvinmeritor Sweden AB	Sweden		3714		98-0473144
ArvinMeritor Technology, LLC	Delaware		3714		52-2196523
Arvinyl West, Inc.	California		3714		95-1934716
AVM, Inc.	South Carolina		3714		36-3739285
Euclid Industries, LLC	Delaware		3714		38-3442143
Gabriel Europe, Inc.	Delaware		3714		36-2809524
Maremont Corporation	Delaware		3714		13-2986138
Maremont Exhaust Products, Inc.	Delaware		3714		36-3739284
Meritor Cayman Islands, Ltd.	Cayman Islands		3714		38-3559688
Meritor Heavy Vehicle Braking Systems (U.S.A.), Inc.	Delaware		3714		38-3441039
Meritor Heavy Vehicle Systems, LLC	Delaware		3714		38-3371768
Meritor Heavy Vehicle Systems (Mexico), Inc.	Delaware		3714		38-3436042
Meritor Heavy Vehicle Systems (Singapore) Pte., Ltd.	Delaware		3714		25-1407192
Meritor Heavy Vehicle Systems (Venezuela), Inc.	Delaware		3714		38-3436040
Meritor Holdings Netherlands B.V.	Netherlands		3714		98-0218743
Meritor Light Vehicle Systems (Spain), Inc.	Delaware		3714		52-2092227
Meritor Luxembourg S.A.R.L.	Luxembourg		3714		98-0217915
Meritor Management, Inc.	Delaware		3714		26-3151995
Meritor Technology, Inc.	Delaware		3714		98-0272396
Meritor Transmission Corporation	Delaware		3714		38-3481985

* Addresses and telephone numbers of principal executive offices are the same as those of ArvinMeritor, Inc.

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EXPLANATORY NOTE

This Amendment No. 1 is being filed solely for purpose of refiling Exhibits 5.1 and 5.2 to the Registration Statement on Form S-3 (Registration No. 333-163233).

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

     The following table sets forth the estimated fees and expenses (other than underwriting compensation) payable by us in connection with the offering of the securities being registered.

	Amount
SEC registration fee	$	41,850
Accounting fees and expenses			*
Transfer agent fees and expenses			*
Trustee fees and expenses			*
Legal fees and expenses			*
Printing expenses			*
Rating agency fees			*
Miscellaneous			*
Total			*

* These fees are calculated based on the amount of securities offered and/or the number of offerings and accordingly are not presently known and cannot be estimated at this time.

Item 15. Liability and Indemnification of Directors and Officers.

     Chapter 37 of The Indiana Business Corporation Law (the “IBCL”) requires a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or an officer of the corporation who is wholly successful, on the merits or otherwise, in the defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, against reasonable expenses, including counsel fees, incurred in connection with the proceeding.

     The IBCL also permits a corporation to indemnify a director, officer, employee or agent who is made a party to a proceeding because the person was a director, officer, employee or agent of the corporation or its subsidiary against liability incurred in the proceeding if (i) the individual’s conduct was in good faith and (ii) the individual reasonably believed (A) in the case of conduct in the individual’s official capacity with the corporation that the conduct was in the corporation’s best interests and (B) in all other cases that the individual’s conduct was at least not opposed to the corporation’s best interests and (iii) in the case of a criminal proceeding, the individual either (A) had reasonable cause to believe the individual’s conduct was lawful or (B) had no reasonable cause to believe the individual’s conduct was unlawful. The IBCL also permits a corporation to pay for or reimburse reasonable expenses incurred before the final disposition of the proceeding and permits a court of competent jurisdiction to order a corporation to indemnify a director or officer if the court determines that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the person met the standards for indemnification otherwise provided in the IBCL.

     Section 8.06 of ArvinMeritor’s Restated Articles of Incorporation contains provisions authorizing, to the extent permitted under the IBCL and the ArvinMeritor By-Laws, indemnification of directors and officers, including payment in advance of expenses in defending an action and maintaining liability insurance on such directors and officers. Specifically, ArvinMeritor’s By-Laws provide that ArvinMeritor will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil or criminal, administrative or investigative, formal or informal, by reason of the fact that such person is or was a director, officer, employee or agent of ArvinMeritor, or is or was serving at the request of ArvinMeritor as a director, officer, employee, agent, partner, trustee or member or in another authorized capacity of or for another corporation, unincorporated association, business trust, estate, partnership, trust, joint venture, individual or other legal entity, whether or not organized or formed for profit, against expenses (including attorney’s fees) and judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in

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connection with such action. ArvinMeritor will pay, in advance of the final disposition of an action, the expenses reasonably incurred in defending such action by a person who may be entitled to indemnification. ArvinMeritor’s By-Laws also set forth particular procedures for submission and determination of claims for indemnification.

     ArvinMeritor’s directors and officers are insured against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933, as amended.

     ArvinMeritor and certain other persons may be entitled under agreements entered into with agents or underwriters to indemnification by such agents or underwriters against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that ArvinMeritor or such persons may be required to make in respect of such liabilities.

Item 16. Exhibits.

1*	Form of Underwriting Agreement.
4.1	Restated Articles of Incorporation of ArvinMeritor, filed as Exhibit 4.01 to ArvinMeritor’s Registration Statement on Form S-4, as amended (Registration No. 333-36448), is incorporated herein by reference.
4.2	By-Laws of ArvinMeritor, filed as Exhibit 3 to the ArvinMeritor’s Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2003 (File No. 1-15983), is incorporated herein by reference.
4.3	Rights Agreement, dated as of July 3, 2000, by ArvinMeritor and The Bank of New York (successor to EquiServe Trust Company, N.A.), as rights agent, filed as Exhibit 4.03 to ArvinMeritor’s Registration Statement on Form S-4, as amended (Registration No. 333-36448), is incorporated herein by reference.
4.4a	Indenture, dated as of April 1, 1998, between ArvinMeritor and The Bank of New York Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4 to Meritor Automotive Inc.’s Registration Statement on Form S-3 (Registration No. 333-49777), is incorporated herein by reference.
4.4b	First Supplemental Indenture, dated as of July 7, 2000, to the Indenture, dated as of April 1, 1998, between ArvinMeritor and The Bank of New York Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4-b-1 to ArvinMeritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 2000 (File No. 1-15983), is incorporated herein by reference.
4.4c	Second Supplemental Indenture, dated as of July 6, 2004, to the Indenture, dated as of April 1, 1998, between ArvinMeritor and The Bank of New York Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4-a to ArvinMeritor’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2004 (File No. 1-15983), is incorporated by reference.
4.4d	Third Supplemental Indenture, dated as of June 23, 2006, to the Indenture, dated as of April 1, 1998, between ArvinMeritor and The Bank of New York Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed as Exhibit 4.2 to ArvinMeritor’s Current Report on Form 8-K, dated June 23, 2006 and filed on June 27, 2006 (File No. 1-15983), is incorporated herein by reference.
4.4e**	Form of Indenture between ArvinMeritor and The Bank of New York Mellon Trust Company, N.A., as trustee.
4.5*	Form of Debt Securities.

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4.6*	Form of any articles of amendment to the Restated Articles of Incorporation of ArvinMeritor, setting forth the preferences and rights with respect to any preferred stock issued hereunder.
4.7*	Form of Warrant Agreement for Debt Securities, including Warrant Certificate for Debt Securities.
4.8*	Form of Warrant Agreement for Common Stock, including Warrant Certificate for Common Stock.
4.9*	Form of Warrant Agreement for Preferred Stock, including Warrant Certificate for Preferred Stock.
5.1	Opinion of Chadbourne & Parke LLP.
5.2	Opinion of Baker & Daniels LLP.
12**	Computation of ratio of earnings to fixed charges.
23.1**	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.2	Consent of Chadbourne & Parke LLP, contained in its opinion filed as Exhibit 5.1 to this registration statement.
23.3	Consent of Baker & Daniels LLP, contained in its opinion filed as Exhibit 5.2 to this registration statement.
23.4**	Consent of Bates White LLC.
23.5**	Consent of Vernon G. Baker, II, Esq., Senior Vice President and General Counsel of ArvinMeritor.
24.1**	Power of Attorney authorizing certain persons to sign this registration statement on behalf of certain directors and officers of ArvinMeritor.
24.2**	Powers of Attorney authorizing certain persons to sign amendments and supplements to this registration statement on behalf of certain directors and officers of the additional registrants set forth in the Table of Additional Registrants (contained on the signature pages of such additional registrants to the original registration statement).
25.1**	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee under the indenture referenced in Exhibit 4.4a to this registration statement.
25.2**	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee under the form of indenture referenced in Exhibit 4.4e to this registration statement.

*	To be filed by amendment or as an exhibit to a document to be incorporated herein by reference.
**	Previously filed.

Item 17. Undertakings.

A.	Each of the undersigned co-registrants hereby undertakes:
(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

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(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	That, for the purpose of determining liability under the Securities Act to any purchaser:

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(A)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;
(iii)	The portion of any other free writing prospectus relating to the offering containing material information about the registrant or its securities provided by or on behalf of the registrant; and
(iv)	Any other communication that is an offer in the offering made by the registrant to the purchaser.

(6)

That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing

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	provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(8)	That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(9)	That, for purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(10)	To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under section 305(b)2 of the Trust Indenture Act.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR, INC.
By	/s/ Vernon G. Baker, II
	Vernon G. Baker, II
	Senior Vice President and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
Charles G. McClure, Jr.*	Chairman of the Board, Chief Executive Officer and President (principal executive officer) and Director
Joseph B. Anderson, Jr., Rhonda L. Brooks, David W. Devonshire, Ivor J. Evans, Victoria B. Jackson, James E. Marley, William R. Newlin, and Steven G. Rothmeier*	Directors
Jeffrey A. Craig*	Senior Vice President and Chief Financial Officer
	(principal financial officer)
Daniel R. Hopgood*	Controller (principal accounting officer)

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.1 hereto

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVIN CAYMAN ISLANDS, LTD.
By	/s/ Vernon G. Baker, II
	Vernon G. Baker, II
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
Vernon G. Baker, II*	President (principal executive officer), Secretary, Director and Authorized U.S. Representative
Mary A. Lehmann*	Vice President and Treasurer (principal financial and accounting officer) and Director
John A. Crable*	Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVIN EUROPEAN HOLDINGS (UK) LIMITED
By	/s/ John A. Crable
	John A. Crable
	Director

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
Aiden Lambe*	Principal Executive Officer (principal executive, financial and accounting officer) and Director
Daniel R. Hopgood*	Director and Authorized U.S. Representative
John A. Crable*	Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVIN HOLDINGS NETHERLANDS B.V.
By	/s/ John A. Crable
	John A. Crable
	Chief Financial Officer, Chief Accounting Officer and Director

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	Chief Financial Officer (principal financial officer), Chief Accounting Officer (principal accounting officer), Director and Authorized U.S. Representative
Rien Nuijt*	Principal Executive Officer and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVIN INNOVATION HOLDINGS, INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVIN INNOVATION MANAGEMENT, INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 12

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVIN INNOVATION MEXICO HOLDINGS II, LLC
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 13

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVIN INNOVATION MEXICO HOLDINGS III, LLC
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 14

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVIN INDUSTRIES FOREIGN SALES CORPORATION
By	/s/ Jeffrey A. Craig
	Jeffrey A. Craig
	President

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
Jeffrey A. Craig*	President (principal executive officer), Director and Authorized U.S. Representative
Colleen Ritter-Garvey*	Director
Diane Vucenich*	Director
Mary A. Lehmann*	Vice President and Treasurer (principal financial officer)
Kevin Nowlan*	Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 15

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVIN INTERNATIONAL HOLDINGS, LLC
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 16

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVIN REPLACEMENT PRODUCTS FINANCE, LLC
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 17

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVIN TECHNOLOGIES, INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director
Scott Confer*	Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 18

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR ASSEMBLY, LLC
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 19

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR BRAKE HOLDINGS, INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 20

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR B.V.
By	/s/ Barbara Novak
	Barbara Novak
	Authorized U.S. Representative

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
H.C. Nuijt*	Principal Executive Officer and Managing Director
M.L. Vingerling*	Principal Financial Officer, Principal Accounting Officer and Managing Director
Barbara Novak*	Authorized U.S. Representative

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 21

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR FILTERS HOLDING CO., LLC
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 22

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR FILTERS OPERATING CO., LLC
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 23

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR FORMER RIDE CONTROL OPERATING CO., INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 24

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR HOLDINGS, LLC
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 25

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR HOLDINGS MEXICO, LLC
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 26

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR, INC., A NEVADA CORPORATION
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 27

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR INVESTMENTS, LLC
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 28

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR LIMITED
By	/s/ Daniel Hopgood
	Daniel Hopgood
	Director

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
Daniel Hopgood*	Principal Executive Officer, Director and Authorized U.S. Representative
Craig Schmitter*	Principal Financial and Accounting Officer and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 29

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR MASCOT, LLC
By	/s/ Vernon G. Baker, II
	Vernon G. Baker, II
	Senior Vice President

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
Joseph Mejaly*	President (principal executive officer) and Director
Vernon G. Baker, II*	Senior Vice President and Director
John A. Crable*	Vice President, Secretary and Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 30

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR OE, LLC
By	/s/ Vernon G. Baker, II
	Vernon G. Baker, II
	Senior Vice President

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
James D. Donlon, III*	President (principal executive officer) and Director
Vernon G. Baker, II*	Senior Vice President and Director
John A. Crable*	Vice President, Secretary and Director
Jeffrey A. Craig*	Senior Vice President and Director
Daniel Hopgood*	Vice President and Controller (principal accounting officer)
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 31

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lindesberg, Sweden, on the 23^rd day of December, 2009.

ARVINMERITOR SWEDEN AB
By	/s/ Alessandro Mortali
	Alessandro Mortali
	Chairman

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
Alessandro Mortali*	Principal Executive Officer, Chairman and Director
Steven McElwain*	Principal Financial Officer and Director
Per Arne Gustavsson*	Controller (principal accounting officer)
Dan Johansson*	Director
Barbara Novak*	Authorized U.S. Representative

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 32

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINMERITOR TECHNOLOGY, LLC
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Scott Confer*	Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 33

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

ARVINYL WEST, INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 34

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

AVM, INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 35

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

EUCLID INDUSTRIES, LLC
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 36

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

GABRIEL EUROPE, INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 37

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MAREMONT CORPORATION
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 38

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MAREMONT EXHAUST PRODUCTS, INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 39

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MERITOR CAYMAN ISLANDS, LTD.
By	/s/ Jeffrey A. Craig
	Jeffrey A. Craig
	President

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
Jeffrey A. Craig*	President (principal executive and financial officer), Director and Authorized U.S. Representative
Vernon G. Baker, II*	Director
John A. Crable*	Director
Mary A. Lehmann*	Treasurer (principal accounting officer)

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 40

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MERITOR HEAVY VEHICLE BRAKING SYSTEMS (U.S.A.), INC.
By	/s/ Carsten J. Reinhardt
	Carsten J. Reinhardt
	President

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
Carsten J. Reinhardt*	President (principal executive officer) and Director
Vernon G. Baker, II*	Director
John A. Crable*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 41

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MERITOR HEAVY VEHICLE SYSTEMS, LLC
By	/s/ Vernon G. Baker, II
	Vernon G. Baker, II
	Senior Vice President

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
Carsten J. Reinhardt*	President (principal executive officer) and Director
Vernon G. Baker, II*	Senior Vice President and Director
Jeffrey A. Craig*	Director
John A. Crable*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President and Controller (principal accounting officer)

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 42

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MERITOR HEAVY VEHICLE SYSTEMS (MEXICO), INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 43

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MERITOR HEAVY VEHICLE SYSTEMS (SINGAPORE) PTE., LTD.
By	/s/ Carsten J. Reinhardt
	Carsten J. Reinhardt
	President

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
Carsten J. Reinhardt*	President (principal executive officer), Director and Authorized U.S. Representative
Vernon G. Baker, II*	Director
John A. Crable*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 44

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MERITOR HEAVY VEHICLE SYSTEMS (VENEZUELA), INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 45

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MERITOR HOLDINGS NETHERLANDS B.V.
By	/s/ Barbara Novak
	Barbara Novak
	Authorized U.S. Representative

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
H.C. Nuijt*	Principal Executive Officer and Managing Director
M.L. Vingerling*	Principal Financial Officer, Principal Accounting Officer and Managing Director
Barbara Novak*	Authorized U.S. Representative

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 46

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MERITOR LIGHT VEHICLE SYSTEMS (SPAIN), INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 47

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MERITOR LUXEMBOURG S.A.R.L.
By	/s/ John A. Crable
	John A. Crable
	Manager

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	Manager (principal executive, financial and accounting officer), Director and Authorized U.S. Representative

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 48

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MERITOR MANAGEMENT, INC.
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 49

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MERITOR TECHNOLOGY, INC.
By	/s/ Vernon G. Baker, II
	Vernon G. Baker, II
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
Vernon G. Baker, II*	President (principal executive officer) and Secretary
John A. Crable*	Director
Daniel Hopgood*	Director
Scott Confer*	Director
Craig Schmitter*	Director
Jeffrey A. Craig*	Vice President and Controller (principal financial and accounting officer)
Mary A. Lehmann*	Vice President and Treasurer

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 50

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 23^rd day of December, 2009.

MERITOR TRANSMISSION CORPORATION
By	/s/ John A. Crable
	John A. Crable
	President and Secretary

     Pursuant to the requirements of the Securities Act of 1933, this Amendment to Registration Statement has been signed on the 23^rd day of December, 2009 by the following persons in the capacities indicated:

Signature	Title
John A. Crable*	President (principal executive officer), Secretary and Director
Craig Schmitter*	Director
Kevin Nowlan*	Vice President and Treasurer (principal financial officer)
Daniel Hopgood*	Vice President, Controller (principal accounting officer) and Director

*	By	/s/ Barbara Novak
		Barbara Novak, Attorney-in-Fact**

**   By authority of the power of attorney filed as Exhibit 24.2 hereto

II - 51

EXHIBIT INDEX

Page Number

1*	Form of Underwriting Agreement.
4.1	Restated Articles of Incorporation of ArvinMeritor, filed as Exhibit 4.01 to ArvinMeritor’s Registration Statement on Form S-4, as amended (Registration No. 333-36448), is incorporated herein by reference.
4.2	By-Laws of ArvinMeritor, filed as Exhibit 3 to the ArvinMeritor’s Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2003 (File No. 1-15983), is incorporated herein by reference.
4.3	Rights Agreement, dated as of July 3, 2000, by ArvinMeritor and The Bank of New York (successor to EquiServe Trust Company, N.A.), as rights agent, filed as Exhibit 4.03 to ArvinMeritor’s Registration Statement on Form S-4, as amended (Registration No. 333-36448), is incorporated herein by reference.
4.4a	Indenture, dated as of April 1, 1998, between ArvinMeritor and The Bank of New York Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4 to Meritor Automotive Inc.’s Registration Statement on Form S-3 (Registration No. 333-49777), is incorporated herein by reference.
4.4b	First Supplemental Indenture, dated as of July 7, 2000, to the Indenture, dated as of April 1, 1998, between ArvinMeritor and The Bank of New York Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4-b-1 to ArvinMeritor’s Annual Report on Form 10-K for the fiscal year ended September 30, 2000 (File No. 1-15983), is incorporated herein by reference.
4.4c	Second Supplemental Indenture, dated as of July 6, 2004, to the Indenture, dated as of April 1, 1998, between ArvinMeritor and The Bank of New York Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4-a to ArvinMeritor’s Quarterly Report on Form 10-Q for the quarterly period ended June 27, 2004 (File No. 1-15983), is incorporated by reference.
4.4d	Third Supplemental Indenture, dated as of June 23, 2006, to the Indenture, dated as of April 1, 1998, between ArvinMeritor and The Bank of New York Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed as Exhibit 4.2 to ArvinMeritor’s Current Report on Form 8-K, dated June 23, 2006 and filed on June 27, 2006 (File No. 1-15983), is incorporated herein by reference.
4.4e**	Form of Indenture between ArvinMeritor and The Bank of New York Mellon Trust Company, N.A., as trustee, with respect to convertible debt.
4.5*	Form of Debt Securities.
4.6*	Form of any articles of amendment to the Restated Articles of Incorporation of ArvinMeritor, setting forth the preferences and rights with respect to any preferred stock issued hereunder.

4.7*	Form of Warrant Agreement for Debt Securities, including Warrant Certificate for Debt Securities.
4.8*	Form of Warrant Agreement for Common Stock, including Warrant Certificate for Common Stock.
4.9*	Form of Warrant Agreement for Preferred Stock, including Warrant Certificate for Preferred Stock.
5.1	Opinion of Chadbourne & Parke LLP.
5.2	Opinion of Baker & Daniels LLP.
12**	Computation of ratio of earnings to fixed charges.
23.1**	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.2	Consent of Chadbourne & Parke LLP, contained in its opinion filed as Exhibit 5.1 to this registration statement.
23.3	Consent of Baker & Daniels LLP, contained in its opinion filed as Exhibit 5.2 to this registration statement.
23.4**	Consent of Bates White LLC.
23.5**	Consent of Vernon G. Baker, II, Esq., Senior Vice President and General Counsel of ArvinMeritor.
24.1**	Power of Attorney authorizing certain persons to sign this registration statement on behalf of certain directors and officers of ArvinMeritor.
24.2**	Powers of Attorney authorizing certain persons to sign amendments and supplements to this registration statement on behalf of certain directors and officers of the additional registrants set forth in the Table of Additional Registrants (contained on the signature pages of such additional registrants to the original registration statement).
25.1**	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee under the indenture referenced in Exhibit 4.4a to this registration statement.
25.2**	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as trustee under the form of indenture referenced in Exhibit 4.4e to this registration statement.

*	To be filed by amendment or as an exhibit to a document to be incorporated herein by reference.
**	Previously filed.

2

EX-5.1

Exhibit 5.1

Chadbourne & Parke LLP
30 Rockefeller Plaza
New York, NY 10112
tel (212) 408-5100
fax (212) 541-5369

December 23, 2009

ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084-7186

Ladies and Gentlemen:

     In connection with the registration under the Securities Act of 1933, as amended (the “Act”), by ArvinMeritor, Inc., an Indiana corporation (the “Company”), of the Company’s debt securities (the “Debt Securities”), which may include guarantees of the Debt Securities (the “Guarantees”) by direct and indirect subsidiaries of the Company (the “Guarantors”), shares of the Company’s Common Stock, par value $1 per share (including the associated preferred shares purchase rights of the Company, the “Common Stock”), shares of the Company’s Preferred Stock, no par value (the “Preferred Stock”) and the Company’s warrants to purchase Debt Securities, Common Stock and Preferred Stock (the “Warrants” and, collectively with the Debt Securities, the Guarantees, the Common Stock and the Preferred Stock, the “Securities”) with an aggregate offering price of up to $750,000,000 or the equivalent thereof, to be offered and sold by the Company from time to time in accordance with Rule 415 under the Act, we advise as follows:

     As counsel for the Company, we are familiar with the Restated Articles of Incorporation and By-Laws of the Company, each as amended to the date hereof, and we have reviewed (i) the Registration Statement on Form S-3 (Registration Statement No. 333-163233), as amended, filed by the Company under the Act with respect to the Securities (the “Registration Statement”), (ii) (A) the indenture dated as of April 1, 1998, as supplemented by

-2-

ArvinMeritor, Inc. December 23, 2009

the supplemental indentures dated as of July 7, 2000, July 6, 2004 and June 23, 2006, 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”), each to be incorporated by reference as exhibits to the Registration Statement and (B) the form of indenture to be entered into between the Company and the Trustee, filed as an exhibit to the Registration Statement and under which the Debt Securities may be issued (collectively , the “Indentures”) and (iii) the corporate proceedings taken by the Company in connection with the authorization of the Securities. We have also examined originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate records of the Company and other 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 of the Company and appropriate public officials.

     On the basis of the foregoing, and having regard for such legal considerations as we deem relevant, and subject to (i) (A) the terms of each of the Securities, the Indentures and any underwriting or other agreements, warrant agreements and/or other indentures as, in each case, may be applicable to the Securities (collectively with the Securities and the Indentures, the “Documents”), (B) the Company’s and the Guarantors’ compliance therewith and (C) the

-3-

ArvinMeritor, Inc. December 23, 2009

issuance and delivery of the Securities, in each case being in compliance with the Restated Articles of Incorporation and By-Laws of the Company and similar governing documents of the Guarantors, each as then in effect, applicable law and public policy as then in effect, instruments and agreements then binding on the Company or any Guarantor and restrictions imposed by any court or governmental body having jurisdiction over the Company or any Guarantor then in effect, (ii) the Registration Statement being effective under the Act and such effectiveness having not been terminated or rescinded, (iii) an appropriate prospectus supplement with respect to the Securities having been prepared, delivered and filed in compliance with the Act and the applicable rules and regulations thereunder, (iv) the Board of Directors of the Company (or an authorized committee thereof) having duly established the terms of the Securities (other than the Common Stock) and having duly authorized the issuance and sale of the Securities and such authorization not having been modified or rescinded, (v) each of the Documents being governed by the laws of the State of New York, (vi) each of the Documents being duly authorized, executed and delivered by the parties thereto, (vii) each of the Documents constituting 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 and (viii) the accuracy of the opinion of Baker & Daniels LLP rendered to you to be filed as an exhibit to the Registration Statement, we are of the opinion that:

     1. With respect to any particular series of Debt Securities and related Guarantees, when (a) the Indentures or such other indenture as may be applicable has been qualified under the Trust Indenture Act of 1939, as amended, and has been duly authorized,

-4-

ArvinMeritor, Inc. December 23, 2009

executed and delivered by the Trustee (or such other trustee, as the case may be), the Company and any Guarantor(s), (b) the specific terms of such series of Debt Securities and related Guarantees have been duly established in accordance with the Indentures or such other indenture, as the case may be, (c) such Debt Securities and related Guarantees have been duly authorized and executed, and (d) such Debt Securities and related Guarantees have been duly authorized, executed, authenticated, issued, sold and delivered against payment therefor in accordance with the Indentures or such other indenture, as the case may be, and the applicable underwriting or other agreement and as described in the Registration Statement, any amendment thereto, the Prospectus constituting a part of the Registration Statement (the “Prospectus”) and any prospectus supplement relating thereto, such Debt Securities and related Guarantees will be validly issued and will constitute valid and binding obligations of the Company and any Guarantor(s), 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 (regardless of whether considered in a proceeding in equity or at law).

     2. With respect to the Warrants, when (a) the applicable warrant agreement has been duly authorized, executed and delivered by the applicable warrant agent and the Company and (b) the Warrants have been duly executed, authenticated, issued, sold and delivered against payment therefor in accordance with such warrant agreement, the

-5-

ArvinMeritor, Inc. December 23, 2009

Restated Articles of Incorporation and By-Laws of the Company, each as then in effect, and the applicable underwriting or other agreement and as described in the Registration Statement, any amendment thereto, the Prospectus and any prospectus supplement relating thereto, such Warrants will be validly issued and will constitute the valid and binding obligations of the Company, 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 (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 federal laws of the United States of America, the laws of the State of New York and, solely with respect to the corporate or limited liability company authority of the Guarantors to enter into the Guarantees, the applicable laws of their respective jurisdictions of organization.

-6-

ArvinMeritor, Inc. December 23, 2009

     We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. 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 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

EX-5.2

Exhibit 5.2

BAKER & DANIELS LLP
600 East 96th Street, Suite 600
Indianapolis, Indiana 46240
Tel 317.569.9600 Fax 317.569.4800
www.bakerdaniels.com

December 23, 2009

ArvinMeritor, Inc.
2135 West Maple Road
Troy, MI 48084

Ladies and Gentlemen:

     We have acted as Indiana counsel to ArvinMeritor, Inc., an Indiana corporation (the “Company”), in connection with the Registration Statement on Form S-3, File No. 353-163233 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

     This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

     The Registration Statement relates to the issuance and sale from time to time by the Company, pursuant to Rule 415 of the Securities Act, of up to $750 million aggregate offering price of the following securities of the Company: (1) debt securities (the “Debt Securities”), which may include guarantees of the Debt Securities (the “Guarantees”) by direct and indirect subsidiaries of the Company; (2) shares of common stock, par value $1.00 per share (including the associated preferred shares purchase rights, the “Common Stock”); (3) shares of Preferred Stock, no par value in one or more classes or series; and (4) warrants to purchase Debt Securities, Common Stock or Preferred Stock (the “Warrants”). The Debt Securities, the Guarantees, the Common Stock, the Preferred Stock and the Warrants are collectively referred to herein as the “Securities.”

     The Debt Securities and Guarantees will be issued pursuant to the terms of one of the indentures to be entered into by the Company, the trustee named therein and, where applicable, the subsidiary guarantors in the forms filed as exhibits to the Registration State (the “Indentures”). The Warrants will be issued pursuant to one or more warrant agreements (the “Warrant Agreements”) to be entered into by the Company and the applicable warrant agent.

     In connection with this opinion we have examined the Registration Statement, as amended, the Amended and Restated Articles of Incorporation (the “Articles”) and the Bylaws of the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, such agreements, certificates of public officials, and certificates of officers or other representatives of the Company and others, and such

-2-

ArvinMeritor, Inc. December 23, 2009

other documents, instruments, 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, without independent verification: (a) the legal capacity of all natural persons; (b) the genuineness of all signatures; (c) the authenticity of all documents submitted to us as originals; (d) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (e) the authenticity of the originals of such latter documents; (f) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments, certificates and records we have reviewed; and (g) the absence of any undisclosed modifications to the agreements and instruments reviewed by us. We have also assumed that any certificates evidencing Common Stock or Preferred Stock issued pursuant to the Registration Statement will be in a form that complies with the Indiana Business Corporation Law (the “IBCL”). We have also relied upon oral or written statements and representations of officers and other representatives of the Company and others.

     The opinions set forth below are limited to the laws of the State of Indiana, and we do not express any opinion with respect to the law of any other jurisdiction. .

     Based on and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that:

     1. With respect to the shares of Common Stock, when (i) a prospectus supplement and any other offering material with respect to the Common Stock shall have been filed with the Commission in compliance with the Securities Act and the rules and regulations thereunder, (ii) appropriate corporate action has been taken to authorize the issuance of Common Stock, (iii) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities are obtained, (iv) the Common Stock shall have been duly issued and delivered by the Company against payment of the agreed-upon consideration therefor in accordance with such corporate action, and (v) unless issued without certificates, certificates representing shares of Common Stock have been duly executed by the duly authorized officers of the Company in accordance with applicable law, then, upon the happening of such events, such Common Stock, when issued and sold in accordance with the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered validly and legally binding purchase agreement or agency agreement, or upon conversion, exchange or exercise of any other Security or the instrument governing such Security providing for such conversion, exchange or exercise, will be duly authorized, validly issued, fully paid and non-assessable. In rendering the opinion set forth in this Paragraph 1, we have assumed that, at the time of issuance of any Common Stock, (a) the Articles, the Bylaws and the IBCL shall not have been amended after the date hereof so as to affect the validity of such issuance, and (b) there shall be sufficient Common Stock authorized under the Articles (as then in effect) and not otherwise reserved for issuance.

     2. With respect to the shares of any series of Preferred Stock, when (i) a prospectus supplement and any other offering material with respect to the Preferred Stock shall have been filed with the Commission in compliance with the Securities Act and the rules and regulations

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ArvinMeritor, Inc. December 23, 2009

thereunder, (ii) appropriate corporate action has been taken to authorize the issuance of Preferred Stock, to fix the terms thereof and to authorize the execution and filing of articles of amendment relating thereto with the Secretary of State of the State of Indiana, (iii) such certificate of designation shall have been executed by duly authorized officers of the Company and so filed by the Company, all in accordance with the laws of the State of Indiana, (iv) any legally required consents, approvals, authorizations and other orders of the Commission and any other regulatory authorities are obtained; (v) Preferred Stock with terms so fixed shall have been duly issued and delivered by the Company against payment of the agreed-upon consideration therefor in accordance with such corporate action, and (vi) unless issued without certificates, certificates representing shares of Preferred Stock have been duly executed by the duly authorized officers of the Company in accordance with applicable law, then, upon the happening of such events, such Preferred Stock, when issued and sold in accordance with the applicable underwriting agreement, if any, or any other duly authorized, executed and delivered validly and legally binding purchase agreement or agency agreement, or upon conversion, exchange or exercise of any other Security or the instrument governing such Security providing for such conversion, exchange or exercise, will be duly authorized, validly issued, fully paid and non-assessable. In rendering the opinion set forth in this Paragraph 2, we have assumed that, at the time of issuance of any Preferred Stock, (a) the Articles, the Bylaws and the IBCL shall not have been amended after the date hereof so as to affect the validity of such issuance, and (b) there shall be sufficient Preferred Stock authorized under the Articles (as then in effect) and not otherwise reserved for issuance.

     3. Each of the Company and any subsidiaries formed as corporations under the IBCL have the corporate authority under Indiana law to execute and deliver one or more Indentures.

     4. The Company has the corporate authority under Indiana law to execute and deliver one or more Warrant Agreements.

     We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also hereby consent to the use of our name under the heading “Legal Matters” in the prospectuses which form a part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,
 

/s/ Baker & Daniels LLP  

CORRESP

ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084-7186

December 23, 2009

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

          Re: ArvinMeritor, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed November 20, 2009
(File No. 333-163233)

Ladies and Gentlemen:

          On behalf of ArvinMeritor, Inc., a Delaware corporation (the “Company”), transmitted herewith is Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form S-3 (File No. 333-163233), marked to show changes from the Registration Statement on Form S-3 filed on November 20, 2009 (the “Registration Statement”).

          This letter is in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) made in the letter dated December 17, 2009 (the “Comment Letter”) from Amanda Ravitz, Branch Chief — Legal of the SEC, to Vernon G. Baker, II, Senior Vice President and General Counsel of the Company, in connection with the Registration Statement. Set forth below are the Staff’s comments contained in the Comment Letter (in bold face type) followed by the Company’s responses.

General

1. Please confirm that you will file unqualified opinions at the time of each takedown.

          The Company confirms that it will file applicable unqualified opinions at the time of each takedown.

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Securities and Exchange Commission

Exhibit 5.1

2. Please revise your opinion, or file the opinion of another legal counsel regarding the debt securities, opining upon the laws of the State of Indiana. Also, please file with the next amendment opinions of counsel dealing with the legally binding nature of the guarantees for those subsidiary guarantors incorporated under the laws of states other than New York or Indiana.

          The Company has filed a revised legal opinion of Baker & Daniels LLP in response to the Staff’s comment in the first sentence above. The Company has filed a revised legal opinion of Chadbourne & Parke LLP in response to the Staff’s comment in the second sentence above.

3. Refer to the last paragraph. You may not limit reliance on the legal opinion. Please revise.

          The Company has filed a revised legal opinion that does not contain the last paragraph in response to the Staff’s comment.

Exhibit 5.2

4. Please delete the words “as in effect on the date hereof” from the first complete paragraph on page 2 or confirm that you will re-file your opinion on the date of effectiveness.

          The Company has filed a revised legal opinion that modifies the second sentence in the first complete paragraph on page 2 in response to the Staff’s comment.

5. Please revise part (v) of numbered opinion 1 and part (iv) of numbered opinion 2 to opine that the common stock and the preferred stock, respectively, will be duly authorized.

          The Company has filed a revised opinion in which part (v) of numbered opinion 1 and part (vi) of numbered opinion 2 have been modified as requested by the Staff’s comment.

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Securities and Exchange Commission

*   *   *

          The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in the Registration Statement and all amendments thereto, (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the SEC from taking any action with respect to the Registration Statement and all amendments thereto and (iii) the Company may not assert staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

          We are also delivering to Michelle Lacko of the Staff courtesy copies of (i) Amendment No. 1 and (ii) this response letter.

          Please telephone Marc A. Alpert at (212) 408-5491 if you require additional information or wish to comment further orally. If you wish to comment in writing, please send such comments by facsimile to Marc A. Alpert at (646) 710-5491.

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Securities and Exchange Commission

Very truly yours,

/s/ Barbara Novak

Barbara Novak

Vice President and Secretary

Enclosures

VIA EDGAR AND E-MAIL

cc: Michelle Lacko