8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2010

ARVINMERITOR, INC.

(Exact name of registrant as specified in its charter)

Indiana	1-15983	38-3354643
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

2135 West Maple Road
Troy, Michigan (Address of principal executive offices)

48084-7186
(Zip code)

Registrant’s telephone number, including area code: (248) 435-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events

     In connection with the offering and sale of 19,952,500 shares (including 2,602,500 shares being issued and sold pursuant to the underwriters’ exercise of an over-allotment option) of common stock (the “Shares”), par value $1.00 per share, of ArvinMeritor, Inc. (the “Company”), the Company is filing as Exhibit 5.1 hereto an opinion of counsel with respect to the Shares. Such opinion is incorporated by reference into the Registration Statement on Form S-3 (Registration Statement No. 333-163233) filed by the Company with the Securities and Exchange Commission on November 20, 2009, as amended on December 23, 2009 (the “Registration Statement”).

     In connection with the offering and sale of $250,000,000 aggregate principal amount of the Company’s 10.625% Notes due 2018 (the “Notes”), including related guarantees by certain subsidiaries of the Company (the “Guarantees”), the Company is filing as Exhibits 5.2 through 5.11 hereto opinions of counsel with respect to the Notes and the Guarantees. Such opinions are incorporated by reference into the Registration Statement.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

5.1	Opinion of Baker & Daniels LLP.
5.2	Opinion of Chadbourne & Parke LLP.
5.3	Opinion of Baker & Daniels LLP.
5.4	Opinion of Barbara G. Novak.
5.5	Opinion of Paget-Brown.
5.6	Opinion of Haynsworth Sinkler Boyd, P.A.
5.7	Opinion of Advokatfirman Törngren Magnell KB.
5.8	Opinion of AKD Prinsen Van Wijmen N.V.
5.9	Opinion of Elvinger, Hoss & Prussen.
5.10	Opinion of Shoosmiths.
5.11	Opinion of Lionel Sawyer & Collins.
23.1	Consent of Baker & Daniels LLP (contained in Exhibit 5.1).
23.2	Consent of Chadbourne & Parke LLP (contained in Exhibit 5.2).

23.3	Consent of Baker & Daniels LLP (contained in Exhibit 5.3).
23.4	Consent of Barbara G. Novak (contained in Exhibit 5.4).
23.5	Consent of Paget-Brown (contained in Exhibit 5.5).
23.6	Consent of Haynsworth Sinkler Boyd, P.A. (contained in Exhibit 5.6).
23.7	Consent of Advokatfirman Törngren Magnell KB (contained in Exhibit 5.7).
23.8	Consent of AKD Prinsen Van Wijmen N.V. (contained in Exhibit 5.8).
23.9	Consent of Elvinger, Hoss & Prussen (contained in Exhibit 5.9).
23.10	Consent of Shoosmiths (contained in Exhibit 5.10).
23.11	Consent of Lionel Sawyer & Collins (contained in Exhibit 5.11).

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

Date: March 3, 2010

     EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Baker & Daniels LLP.
5.2	Opinion of Chadbourne & Parke LLP.
5.3	Opinion of Baker & Daniels LLP.
5.4	Opinion of Barbara G. Novak.
5.5	Opinion of Paget-Brown.
5.6	Opinion of Haynsworth Sinkler Boyd, P.A.
5.7	Opinion of Advokatfirman Törngren Magnell KB.
5.8	Opinion of AKD Prinsen Van Wijmen N.V.
5.9	Opinion of Elvinger, Hoss & Prussen.
5.10	Opinion of Shoosmiths.
5.11	Opinion of Lionel Sawyer & Collins.
23.1	Consent of Baker & Daniels LLP (contained in Exhibit 5.1).
23.2	Consent of Chadbourne & Parke LLP (contained in Exhibit 5.2).
23.3	Consent of Baker & Daniels LLP (contained in Exhibit 5.3).
23.4	Consent of Barbara G. Novak (contained in Exhibit 5.4).
23.5	Consent of Paget-Brown (contained in Exhibit 5.5).
23.6	Consent of Haynsworth Sinkler Boyd, P.A. (contained in Exhibit 5.6).
23.7	Consent of Advokatfirman Törngren Magnell KB (contained in Exhibit 5.7).
23.8	Consent of AKD Prinsen Van Wijmen N.V. (contained in Exhibit 5.8).
23.9	Consent of Elvinger, Hoss & Prussen (contained in Exhibit 5.9).
23.10	Consent of Shoosmiths (contained in Exhibit 5.10).
23.11	Consent of Lionel Sawyer & Collins (contained in Exhibit 5.11).

EX-5.1

Exhibit 5.1

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

March 3, 2010

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

Ladies and Gentlemen:

     We have acted as Indiana counsel for ArvinMeritor, Inc., an Indiana corporation (the “Company”), in connection with the issuance and sale by the Company of up to 19,952,500 shares (the “Shares”) of the Company’s common stock, $1.00 par value per share (including the associated preferred share purchase rights). In that capacity we have reviewed:

     (a) The Registration Statement on Form S-3, Registration Nos. 333-163233 (the “Registration Statement”), of the Company and the Prospectus constituting a part thereof, dated December 24, 2009, relating to the issuance from time to time of debt and equity securities of the Company pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “1933 Act”);

     (b) The Prospectus Supplement, dated February 25, 2010, to the above-mentioned Prospectus relating to the Common Stock and filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424 promulgated under the 1933 Act (the “Prospectus Supplement”); and

     (c) The Underwriting Agreement, dated as of February 25, 2010, among the Company, J.P. Morgan Securities Inc., Citigroup Global Markets Inc., and UBS Securities LLC as representatives of the several underwriters listed in Schedule 1 thereto (the “Underwriting Agreement”).

     For purposes of this opinion letter, we have examined originals or copies, identified to our satisfaction, of such documents, corporate records, instruments and other relevant materials as we deemed advisable and have made such examination of statutes and decisions and reviewed such questions of law as we have considered necessary or appropriate. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. As to facts material to this opinion letter, we have relied upon certificates, statements or representations of public officials, of officers and representatives of the Company and of others, without any independent verification thereof.

Arvin Meritor, Inc. -2- March 3, 2010

     On the basis of and subject to the foregoing, we are of the opinion that when the Shares have been issued and delivered in accordance with the Underwriting Agreement, including payment by the underwriters of the amount specified in the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company and to the reference to us under the heading “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules or regulations of the Commission thereunder.

Yours very truly,

/s/ Baker & Daniels LLP

EX-5.2

Exhibit 5.2

[Letterhead of Chadbourne & Parke LLP]

March 3, 2010

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

Ladies and Gentlemen:

     We have acted as counsel to ArvinMeritor, Inc., an Indiana corporation (the “Company”), in connection with the issuance and sale of the Company’s $250,000,000 aggregate principal amount of 10.625% Notes due 2018 (the “Notes”) in an underwritten public offering pursuant to an Underwriting Agreement, dated as of February 26, 2010, by and among the Company, the guarantors party thereto and the underwriters named therein (the “Underwriting Agreement”), and the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-163233), as amended (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

     The Notes are to be issued under an indenture, dated as of April 1, 1998, as supplemented by the supplemental indentures dated as of July 7, 2000, July 6, 2004, June 23, 2006 and March 3, 2010 (as so supplemented, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as trustee (the “Trustee”). The Notes

ArvinMeritor, Inc. -2- March 3, 2010

will be guaranteed (collectively, the “Guarantees”) by certain subsidiaries of the Company (collectively, the “Guarantors”).

     As your counsel, we have reviewed (i) the Registration Statement, (ii) the Indenture, (iii) the Notes and (iv) the Guarantees. We have also examined originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate records, instruments, certificates of public officials and representatives of the Company, and other documents as we have deemed necessary as a basis for the opinions hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. As to questions of fact material to this opinion, we have, when relevant facts were not independently established, relied upon certificates of officers and representatives of the Company and appropriate public officials.

     In our review of the Notes, the Guarantees, the Indenture and the Underwriting Agreement (collectively, the “Documents”), we have assumed that (i) the Company and the Guarantors have the authority to execute and deliver the Documents to which they are parties (other than the corporate or limited liability company authority of the Guarantors incorporated or formed in the State of Delaware (the “Delaware Guarantors”) to enter into their respective Guarantees) and (ii) each of the Documents constitutes valid and binding obligations of the parties thereto other than the Company and the Guarantors, enforceable against each of them in accordance with their respective terms.

ArvinMeritor, Inc. -3- March 3, 2010

     On the basis of the foregoing, and having regard for such legal considerations as we deem relevant, we hereby advise you that, in our opinion, when the Notes and Guarantees have been executed, authenticated and delivered against payment therefor in accordance with the Indenture and the Underwriting Agreement, the Notes and Guarantees will be validly issued and will constitute valid and binding obligations of the Company and each Guarantor, respectively, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights in general and general principles of equity, including principles of materiality, commercial reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law).

     We do not express any opinion herein with respect to the laws of any jurisdiction other than, in each case subject to the limitations and assumptions contained herein, the laws of the State of New York and, solely with respect to the corporate or limited liability company authority of the Delaware Guarantors to enter into the Guarantees, the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act (which, in each case, includes those statutory provisions and all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws).

     We hereby consent to the filing of this opinion as an Exhibit to a Current Report on Form 8-K to be filed by the Company. We also hereby consent to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not

ArvinMeritor, Inc. -4- March 3, 2010

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-5.3

Exhibit 5.3

BAKER & DANIELS LLP

600 East 96th Street, Suite 600

Indianapolis, Indiana 46240

Tel 317.569.9600      Fax 317.569.4800

www.bakerdaniels.com

March 3, 2010

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

Ladies and Gentlemen:

     We have acted as Indiana counsel for ArvinMeritor, Inc., an Indiana corporation (the “Company”), in connection with the issuance and sale by the Company of $250,000,000 aggregate principal amount of its 10.625% Notes due 2018 (the “Notes”). In that capacity we have reviewed:

     (a) The Registration Statement on Form S-3, Registration Nos. 333-163233 (the “Registration Statement”), of the Company and the Prospectus constituting a part thereof, dated December 24, 2009, relating to the issuance from time to time of debt and equity securities of the Company pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “1933 Act”);

     (b) The Prospectus Supplement, dated February 26, 2010, to the above-mentioned Prospectus relating to the Notes and filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424 promulgated under the 1933 Act (the “Prospectus Supplement”); and

     (c) The Fourth Supplemental Indenture, dated as of March 3, 2010, between the Corporation and The Bank of New York Mellon Trust Company, as trustee, including the form of Notes attached thereto (the “Supplemental Indenture”).

     For purposes of this opinion letter, we have examined originals or copies, identified to our satisfaction, of such documents, corporate records, instruments and other relevant materials as we deemed advisable and have made such examination of statutes and decisions and reviewed such questions of law as we have considered necessary or appropriate. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. As to facts material to this opinion letter, we have relied upon certificates, statements or representations of public officials, of officers and representatives of the Company and of others, without any independent verification thereof.

Arvin Meritor, Inc. -2- March 3, 2010

     On the basis of and subject to the foregoing, we are of the opinion that the Company has the corporate authority under Indiana law to execute and deliver the Supplemental Indenture and the Notes.

     We consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company and to the reference to us under the heading “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules or regulations of the Commission thereunder.

Yours very truly,

/s/ Baker & Daniels LLP

EX-5.4

Exhibit 5.4

[Letterhead of Barbara G. Novak]

March 3, 2010

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

Ladies and Gentlemen:

     I am Vice President and Corporate Secretary of ArvinMeritor, Inc., an Indiana corporation (the “Company”), and in that capacity, I have acted as counsel to Arvin Technologies, Inc., a Michigan corporation (the “Guarantor”), in connection with the execution, delivery, issuance and sale of a guarantee by the Guarantor (the “Guarantee”) of $250 million aggregate principal amount of 10.625% Notes due 2018 (the “Notes”) of the Company in an underwritten public offering of the Notes, together with the Guarantee and other guarantees of the Notes by other direct and indirect subsidiaries of the Company, pursuant to an Underwriting Agreement dated as of February 26, 2010 among the Company, the Guarantor, such other subsidiary guarantors and the underwriters named therein and the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-163233), as amended, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”).

     I am familiar with organization documents of the Guarantor, each as amended to the date hereof, and I have reviewed (i) the Guarantee and (ii) the corporate proceedings taken by the Guarantor in connection with the authorization of its Guarantee. I have also examined originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate records of the Guarantor and other instruments, certificates of public officials and representatives of the Company or the Guarantor, and other documents as I have deemed

ArvinMeritor, Inc. -2- March 3, 2010

necessary as a basis for the opinions hereinafter expressed. In such examination, I 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, I have, when relevant facts were not independently established, relied upon certificates of officers of the Company or the Guarantor and appropriate public officials.

     Based on the foregoing, I am of the opinion that the Guarantor has the corporate authority to execute and deliver its Guarantee.

     I do not express any opinion herein with respect to the laws of any jurisdiction other than the laws of Michigan.

     I hereby consent to the filing of this opinion as an Exhibit to a Current Report on Form 8-K to be filed by the Company. In giving such consent, I do not admit that I am 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/ Barbara G. Novak

EX-5.5

Exhibit 5.5

March 3, 2010

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

Ladies and Gentlemen:

Re: Subsidiary Guaranty made as of March 3, 2010 between Arvin Cayman Islands, Ltd., and Meritor Cayman Islands, Ltd., as Initial Guarantors, and The Bank of New York Mellon Trust Company, N.A., as Trustee

     We are Cayman Islands counsel to Arvin Cayman Islands, Ltd. and Meritor Cayman Islands Ltd., each an exempted company incorporated in the Cayman Islands (together the “Cayman Islands Guarantors”), and we are delivering this opinion in connection with the Subsidiary Guarantee dated as of March 3, 2010, executed by each of the Cayman Islands Guarantors in favour of The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Subsidiary Guaranty”), in connection with the execution, delivery, issuance and sale of US$250,000,000 aggregate principal amount of 10.625% Notes due 2018 (the “Notes”) of ArvinMeritor, Inc. (the “Company”) in an underwritten public offering of the Notes pursuant to an Underwriting Agreement dated as of February 26, 2010 among the Company, the Cayman Islands Guarantors, such other subsidiary guarantors and the underwriters named therein (the “Underwriting Agreement”) and the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-163233), as amended, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

          In that connection, we have examined the originals, or copies certified to our satisfaction, of the following documents:

(a)	The Underwriting Agreement;
(b)	the Subsidiary Guaranty;
(c)	the certificate of incorporation, the memorandum of association and the articles of association of each of the Cayman Islands Guarantors;
(d)	a certificate of good standing of each of the Cayman Islands Guarantors issued by the Cayman Islands Registrar of Companies; and
(e)	the resolutions of the board of directors of each of the Cayman Islands Guarantors authorising the execution of the Subsidiary Guaranty, as certified by the Assistant Secretary of each of the Cayman Islands Guarantors, dated March 3, 2010 (the “Secretary’s Certificate”);

BOUNDARY HALL • CRICKET SQUARE • P.O. BOX 2578 G.T.
CAYMAN ISLANDS KY1-1103
PHONE: (345) 916 1679 • FAX: (345) 949 7920
E-MAIL
ian@paget-brown.com

“PAGET-BROWN” IS A RECOGNISED BODY UNDER THE CAYMAN ISLANDS LEGAL PRACTITIONERS (INCORPORATED PRACTICE) REGULATIONS

PAGET-BROWN – 2 – March 3, 2010

          As to questions of fact material, we have, when relevant facts were not independently established by us, relied upon the Secretary’s Certificates.

          The following opinions are given only as to circumstances existing on the date hereof and known to us and as to the laws of the Cayman Islands as the same are in force at the date hereof. In giving this opinion we have relied upon the accuracy of the Secretary’s Certificates without further verification and have relied on the following assumptions, which we have not independently verified:

(1) The due authorisation, execution and delivery of the Underwriting Agreement and Subsidiary Guaranty by all parties other than the Cayman Islands Guarantors;

(2) that the Underwriting Agreement and the Subsidiary Guaranty constitutes the legal, valid, binding and enforceable obligations against all relevant parties in accordance with the terms under the governing law provision, namely the laws of New York, United States of America;

(3) that the Subsidiary Guaranty is entered into for bona fide commercial reasons by each of the parties thereto with a valid rationale and without the purpose of defrauding any third parties or governmental authority or to circumvent the laws or regulations of any jurisdiction.

(4) that the choice of the laws of New York and the submission by the parties to the non- exclusive jurisdiction of any United States Federal or New York State Court sitting in New York, New York, has been made in good faith and not with the intent to avoid the mandatory provision of some other law having a closer connection to the transactions and would be regarded as a valid and binding selection and submission which will be upheld as a matter of the laws of New York;

(5) the genuineness of all documents, the authenticity of the signatures and the conformity of all copies submitted to me with the originals thereof;

(6) the power, authority and legal right of all parties under all relevant laws and regulations (other than the Cayman Islands Guarantors and other than the laws and regulations of the Cayman Islands) to enter into, execute and perform their respective obligations under the Subsidiary Guaranty;

(7) that there are no agreements or arrangements between any of the parties to the Underwriting Agreement and the Subsidiary Guaranty or any third parties which modify or supersede the terms of the Underwriting Agreement and the Subsidiary Guaranty and that the Subsidiary Guaranty represents and contains the entirety of the transactions entered into by the parties to the Subsidiary Guaranty in or in connection with the transactions contemplated thereby;

(8) that there are no other agreement, undertaking, understandings, representation or warranty (oral or written) and on other arrangement (whether legal binding or not) between or among any of the parties to the Underwriting Agreement or Subsidiary

PAGET-BROWN - 3 - March 3, 2010

Guarantee or third parties that would modify, release, terminate, subordinate the terms of the Underwriting Agreement or the Subsidiary Guaranty; and

(9) that there is nothing under any law, other than the laws of the Cayman Islands, which would or might affect the opinions hereinafter appearing; specifically we have made no independent investigation of the laws of New York.

          Based upon the foregoing, we are of the following opinion: Each of the Cayman Islands Guarantors has the power, authority and legal right (a) to execute and deliver the Subsidiary Guaranty and any other documentation relating to the Subsidiary Guaranty that it is required by the Subsidiary Guaranty to deliver; (b) to perform its obligations under the Subsidiary Guaranty; and (c) has taken all necessary actions to authorize such execution, delivery and performance.

          Except as specifically stated herein, we make no comment with regard to any warranties or representations made by either of the Cayman Islands Guarantors in the Subsidiary Guaranty or otherwise or with regard to the financial or commercial terms of transactions evidenced by the Subsidiary Guaranty.

          This opinion is solely limited to those matters of Cayman Islands’ law stated herein and we assume no responsibility to update this opinion. We express no opinion on any laws other than the laws of the Cayman Islands. We have not reviewed either of the Cayman Islands Guarantors’ financial statements and this opinion does not constitute any representation, express or implied, regarding the financial condition of either of the Cayman Islands Guarantors.

          We hereby consent to the filing of this opinion as an Exhibit to a Current Report on Form 8K to be filed by the Company.

PAGET-BROWN
 

/s/ Ian Paget-Brown  

By Ian Paget-Brown
   Director 

EX-5.6

Exhibit 5.6

1201 MAIN STREET, 22ND FLOOR (29201-3226)
POST OFFICE BOX 11889 (29211-1889)
COLUMBIA, SOUTH CAROLINA
TELEPHONE 803.779.3080
FACSIMILE 803.765.1243
WEBSITE www.hsblawfirm.com

March 3, 2010

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

Ladies and Gentlemen:

          We have acted as South Carolina counsel to AVM, Inc., a South Carolina corporation (the “Guarantor”), in connection with the execution, delivery, issuance and sale of a guarantee by the Guarantor (the “Guarantee”) of $250,000,000 aggregate principal amount of 10.625% Notes due 2018 (the “Notes”) of ArvinMeritor, Inc. (the “Company”) in an underwritten public offering of the Notes, together with the Guarantee and other guarantees of the Notes by other direct and indirect subsidiaries of the Company, pursuant to an Underwriting Agreement dated as of February 26, 2010 (the “Underwriting Agreement”), among the Company, the Guarantor, such other subsidiary guarantors and the underwriters named therein and the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-163233), as amended, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Registration Statement” and together with the Notes, the Underwriting Agreement and any other documents related thereto or executed in connection therewith, the “Offering Documents”).

          Documents Reviewed. As counsel for the Guarantor, we have examined the following documents of the Guarantor:

1.	The Guarantee;
2.	Articles of Incorporation for the Guarantor filed with the Office of the Secretary of State for the State of South Carolina on December 27, 1990;
3.	Certificate of Existence for the Guarantor issued by the Office of the Secretary of State for the State of South Carolina on January 27, 2010;
4.	Bylaws of Guarantor in effect as of the date hereof; and
5.	Resolutions of the Guarantor authorizing and approving the Guarantee.

ArvinMeritor, Inc.
March 3, 2010
Page 2

Items (2) through (5) above shall be referred to herein as the “Organizational Documents”. We have also examined originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate records of the Guarantor and other instruments, certificates of public officials and representatives of the Company or the Guarantor, and other documents as we have deemed necessary as a basis for the opinions hereinafter expressed.

          Assumptions. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, 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 or the Guarantor and appropriate public officials.

          Opinion. Based on the foregoing, and subject to the assumptions, qualifications and exclusions set forth herein, it is our opinion that, based solely on the Organizational Documents, the Guarantor has the corporate authority to execute and deliver its Guarantee.

          Qualifications and Limitations. The opinion expressed herein is based upon applicable laws, statutes, ordinances, rules and regulations as exist on this date, and we express no opinion as to the effect which any future amendments, changes, additions or modifications thereof may affect the future performance of the Guarantee. We assume no obligation to update or supplement our opinion to reflect any facts or circumstances which may hereafter come to our attention or changes in law which may hereafter occur. We are licensed to practice law only in the State of South Carolina, and we express no opinion with respect to the effect of any laws other than the laws of the State of South Carolina. This opinion is provided to you as a legal opinion only, and not as a guaranty or warranty of the matters discussed herein. We hereby consent to the filing of this opinion as an Exhibit to a Current Report on Form 8-K to be filed by the Company.

Very truly yours,
 

/s/ Haynsworth Sinkler Boyd, P.A.  

EX-5.7

Exhibit 5.7

To:

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

Stockholm, 3 March 2010
SAX/10015-001

Dear Sirs,

ArvinMeritor Sweden AB — Subsidiary Guarantee

We have acted as Swedish counsel to ArvinMeritor Sweden AB (the “Guarantor”), a limited liability company incorporated under the laws of the Kingdom of Sweden, in connection with the execution, delivery and issuance of a guarantee (the “Guarantee”) by the Guarantor in relation to up to $250,000,000 aggregate principal amount of 10.625% notes due 15 March, 2018 (the “Notes”) of ArvinMeritor, Inc. (the “Company”) in an underwritten public offering of the Notes, together with the Guarantee and other guarantees of the Notes by other direct and indirect subsidiaries of the Company, pursuant to an underwriting agreement dated as of 26 February 2010 among the Company, the Guarantor, such other subsidiary guarantors and the underwriters named therein (the “Underwriting Agreement”) and the Company’s Registration Statement on Form S-3 (Registration Statement No. 333-163233) as amended, filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended,

1. We have examined:

(a)	The Guarantee, dated 3 March 2010;
(b)	The Underwriting Agreement, dated 26 February 2010;
(c)	A copy of the share register of the Guarantor;
(d)	A copy of the registered articles of association of the Guarantor, adopted on 27 March 2006;
(e)	A copy of the certificate of registration of the Guarantor, dated 25 January 2010;
(f)	A copy of the minutes from an extraordinary general meeting of the shareholders in the Guarantor held on 26 February 2010, where the shareholder resolved to enter into, and approving the terms and conditions of, the Transaction Documents.
(g)	A copy of the minutes from a meeting of the board of directors of the Guarantor held on 26 February 2010 where the board resolved to enter into,

and approving the terms and conditions of, the Transaction Documents.

The Guarantee and the Underwriting Agreement are hereafter referred to as the “Transaction Documents”.

2. We have assumed:

(a)	that all signatures on all documents supplied to us as originals or as copies of originals are genuine and that all documents submitted to us are true, authentic and complete and that where a document has been examined by us in draft form, it will be or has been executed in the form of that draft, and where a number of drafts of a document have been examined by us all changes to them have been marked or otherwise drawn to our attention;
(b)	the accuracy and completeness of all documents reviewed by us and of any other information set out in public registers or that has otherwise been supplied or disclosed to us (and we have therefore not made any independent investigation thereof);
(c)	that all documents, authorisations, powers and authorities produced to us remain in full force and effect and have not been amended or affected by any subsequent action not disclosed to us;
(d)	that there is no provision of the law of any jurisdiction, other than the Kingdom of Sweden, which would have any implication in relation to the opinions expressed below; and
(e)	that all necessary consents, authorisations and approvals whatsoever and howsoever described required in any relevant jurisdiction (other than the Kingdom of Sweden) for the due execution and delivery of the Transaction Documents by each of the parties thereto have been, or will be, obtained; and that all necessary notices, filings, registrations and recordings required in any applicable jurisdiction (other than the Kingdom of Sweden) in respect of the Transaction Documents have been, or will be, given or effected in accordance with the laws and regulations of every such jurisdiction.

3. On the basis of the foregoing and subject to the qualifications and reservations hereinafter set forth, we are of the opinion that:

(a)	The Guarantor is a company duly incorporated and validly existing as a limited liability company under the laws of the Kingdom of Sweden.
(b)	The Guarantor has the power, authority and legal right to execute and deliver the Guarantee, and has taken all necessary actions to authorise such execution and delivery.

4. The opinion in 3 (b) above is subject to the following qualifications and reservations:

(a)	Anything contained in this opinion is subject to all limitations resulting from substantive bankruptcy, insolvency, liquidation, reorganisation and similar laws affecting the rights of creditors generally.
(b)	To the extent that a guarantee by a Swedish limited liability company as security for the obligations of a third party, a parent or sister company exceeds the distributable reserves of the relevant guarantor at the time when the guarantee is given, the validity of such guarantee is subject to the

	condition that the guarantor receive consideration on market terms for its undertakings or that otherwise sufficient corporate benefit accrues to it.
(c)	Subject to certain exceptions, a Swedish limited liability company may not provide guarantees to any person that owns shares in the company or any subsidiary of that company. This means that — as noted in the corporate resolutions of the Guarantor mentioned under 1 (f) and (g) above — the Guarantee may not cover the obligations of its shareholder.
(d)	This opinion is limited to matters of Swedish law as presently in force and as enacted by Swedish legislative authorities and no opinion is expressed as to the laws of any other jurisdiction.
(e)	This opinion is strictly limited to matters stated herein and is not to be read as extending by implication to any other matters in connection with the Transaction Documents.
(f)	This opinion is given on the basis that it will be governed by and construed in accordance with Swedish law.

5.	Consent and limitations:
	We hereby consent to the filing of this opinion as an Exhibit to a Current Report on Form 8-K to be filed by the Company.
	We assume no obligation to advise you of any changes in the foregoing subsequent to the date set forth in the beginning of this opinion and this opinion speaks only as of that date.
	Yours faithfully,
	Advokatfirman Törngren Magnell KB

/s/ Tobhias Brandell	/s/ Sara Axelsson
Tobhias Brandell	Sara Axelsson

EX-5.8

Exhibit 5.8

Vincent Bettonville
Attorney at law / Partner
Tel.      : +31 (0)88 253 5210
Fax      : +31 (0)88 253 5260
E-mail : vbettonville@akd.nl

ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084-7186
United States of America AKD Prinsen Van Wijmen N.V.
Orlyplein 10
P.O. Box 59280
1040 KG AMSTERDAM
The Netherlands
Third parties account:
ING Bank 67.80.01.677
Tel: + (0)88 253 5100
Fax: + (0)88 253 5260

Amsterdam, March 3, 2010

Re : ArvinMeritor B.V., Arvin Holdings Netherlands B.V. and Meritor Holdings Netherlands B.V. — legal opinion issuance of $250,000,000 10.625% Notes due March 15, 2018

Dear Sirs,

You have asked us to render a legal opinion as to certain matters of Dutch law relating to ArvinMeritor B.V. (‘ArvinMeritor’), Arvin Holdings Netherlands B.V. (‘Arvin Holdings’) and Meritor Holdings Netherlands B.V. (‘Meritor Holdings’ and together with ArvinMeritor and Arvin Holdings hereinafter referred to as the ‘Companies’ and, each individually, as a ‘Company’), each a limited liability company incorporated under the laws of the Netherlands, having its registered office (statutaire zetel) at Amsterdam, the Netherlands, and its office address at Antareslaan 47, 2132 Hoofddorp, the Netherlands in connection with the Companies entering into a Subsidiary Guaranty dated as of March 3, 2010 made by, amongst others, the Company in favor of The Bank of New York Mellon Trust Company, N.A. as Trustee under the Indenture for the benefit of the Holders of the $250,000,000 10.625% Notes due March 15, 2018 (the ‘Agreement’).

This opinion is rendered to you pursuant to the requirements of the United States Securities and Exchange Commission.

Capitalized terms used in this opinion have the same meaning as assigned to them in the Agreement, unless otherwise defined herein.

Documents relied upon

For the purpose of rendering this opinion, we have examined and relied solely on the following documents (any attachments to those documents and any documents mentioned or referred to in those documents and/or attachments are excluded, except as to the extent otherwise stated below):

(a) an e-mail copy of the notarial deed of incorporation (akte van oprichting) of ArvinMeritor dated May 3, 1999 (the ‘ArvinMeritor Deed of Incorporation’);

In the Netherlands, the practice is conducted by AKD Prinsen Van Wijmen N.V. (registered in the Trade Register of the Chamber of Commerce, number 24366820). The general conditions of AKD Prinsen Van Wijmen N.V. are applicable and contain a limitation of liability clause. The applicability of any other general terms and conditions is hereby expressly excluded. The general conditions have been deposited at the Rotterdam District Court. Every liability is restricted to the sum paid in the case concerned under the (professional) liability insurance including the amount of the policy excess. On request the general conditions will be sent without charges. They are also available on www.akd.nl

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Date: March 3, 2010

(b)	an e-mail copy of the notarial deed of incorporation of Arvin Holdings dated July 9, 2008 (the ‘Arvin Holdings Deed of Incorporation’), containing the continuous text (doorlopende tekst) of the articles of association (statuten) of Arvin Holdings (the ‘Arvin Holdings Articles’);
(c)	an e-mail copy of the notarial deed of incorporation of Meritor Holdings dated September 22, 1999 (the ‘Meritor Holdings Deed of Incorporation’), containing the continuous text of the articles of association of Meritor Holdings (the ‘Meritor Holdings Articles’);
(d)	an e-mail copy of a deed of amendment of the articles of association of ArvinMeritor dated May 1, 2002 (the ‘ArvinMeritor Deed of Amendment’), containing the continuous text of the articles of association of ArvinMeritor, as lastly amended by the ArvinMeritor Deed of Amendment (the ‘ArvinMeritor Articles’);
(e)	a certified electronic copy of an extract dated March 3, 2010, file number 3411 4018, from the trade register (Handelsregister) of the Chamber of Commerce (Kamer van Koophandel) for Amsterdam (the ‘Chamber of Commerce’) with information concerning ArvinMeritor (the ‘ArvinMeritor Extract’);
(f)	a certified electronic copy of an extract dated March 3, 2010, file number 3430 6316, from the trade register of the Chamber of Commerce with information concerning Arvin Holdings (the ‘Arvin Holdings Extract’);
(g)	a certified electronic copy of an extract dated March 3, 2010, file number 3412 1370, from the trade register of the Chamber of Commerce with information concerning Meritor Holdings (the ‘Meritor Holdings Extract’);
(h)	an e-mail copy of the signed written resolutions and power of attorney of the board of managing directors (bestuur) of ArvinMeritor dated February 26, 2010 (the ‘ArvinMeritor Board Resolution’);
(i)	an e-mail copy of the signed written resolution of the board of managing directors of Arvin Holdings dated February 26, 2010 (the ‘Arvin Holdings Board Resolution’);
(j)	an e-mail copy of the signed written resolutions and power of attorney of the board of managing directors of Meritor Holdings dated February 26, 2010 (the ‘Meritor Holdings Board Resolution’);
(k)	an e-mail copy of the signed written resolutions adopted outside of a meeting by the general meeting of shareholders of ArvinMeritor dated February 26, 2010 (the ‘ArvinMeritor Shareholders Resolution’);
(l)	an e-mail copy of the signed written resolutions adopted outside of a meeting by the general meeting of shareholders of Arvin Holdings dated February 26, 2010 (the ‘Arvin Holdings Shareholders Resolution’);
(m)	an e-mail copy of the signed written resolutions adopted outside of a meeting

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Date: March 3, 2010

by the general meeting of shareholders of Meritor Holdings dated February 26, 2010 (the ‘Meritor Holdings Shareholders Resolution’); and

(n) an e-mail copy of the executed Agreement.

The ArvinMeritor Board Resolution, the Arvin Holdings Board Resolution and the Meritor Holdings Board Resolution are hereafter collectively referred to as the ‘Board Resolutions’ and, each individually, as a ‘Board Resolution’. The Board Resolutions, the Arvin Holdings Shareholders Resolution, the Meritor Holdings Shareholders Resolution and the ArvinMeritor Shareholders Resolution are hereafter collectively referred to as the ‘Resolutions’ and, each individually, as a ‘Resolution’. The ArvinMeritor Deed of Incorporation, the Arvin Holdings Deed of Incorporation and the Meritor Holdings Deed of Incorporation are hereinafter collectively referred to as the ‘Deeds of Incorporation’ and, each individually, as a ‘Deed of Incorporation’. The ArvinMeritor Articles, the Arvin Holdings Articles, the Meritor Holdings Articles, the ArvinMeritor Extract, the Arvin Holdings Extract, the Meritor Holdings Extract and the Resolutions are hereafter collectively referred to as the ‘Corporate Documents’.

Assumptions

For the purpose of rendering this opinion we have assumed:

Original and genuine documentation

(i)	the genuineness of all signatures on original documents of the persons purporting to have signed the same and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as true, photo, e-mail, facsimile, conformed or certified copies;
(ii)	that the Agreement has not been amended, supplemented, terminated, rescinded, nullified or declared null and void;

Due incorporation and valid existence

(iii)

that the Deeds of Incorporation and the ArvinMeritor Deed of Amendment are valid notarial deeds (authentieke akten) and that the contents thereof are correct and complete;

(iv)

that none of the Companies (i) has been dissolved (ontbonden), (ii) has ceased to exist as a result of legal merger (juridische fusie) or division (splitsing) with a Company as the disappearing entity, (iii) has been granted a suspension of payments (surseance van betaling), (iv) has been declared bankrupt (failliet verklaard), and (v) has been subjected to any other insolvency proceedings listed in Annex A or winding up proceedings listed in Annex B of Council Regulation (EC) No. 1346/2000 of 29 May 2000 on Insolvency Proceedings (the ‘EU Insolvency Regulation’). Although not constituting conclusive evidence thereof, the matters referred to under (i) through (iv) of this assumption are supported by investigations, made by telephone on the date hereof, with the bankruptcy registrars of the courts of first instance (rechtbanken) of Amsterdam and The Hague and with the Chamber of Commerce;

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Date: March 3, 2010

Corporate documents

(v) that the Corporate Documents were at their date and have through the date hereof remained accurate and in full force and effect and the factual statements and confirmations contained therein are correct and complete;

Power and authority

(vi) that the entering by the Companies into the Agreement and the performance by the Companies of their respective obligations thereunder is in their respective corporate interest (vennootschappelijk belang) and not prejudicial to their respective present and future creditors;

Due authorization

(vii)

that the Arvin Holdings Shareholders Resolution and the Meritor Holdings Shareholders Resolution have been validly executed by the sole shareholder of Arvin Holdings and the shareholders of Meritor Holdings respectively; and

(viii)

that no works council (ondernemingsraad) within the meaning of the Dutch Works Councils Act (Wet op de ondernemingsraden) or the European Works Councils Act (Wet op de Europese ondernemingsraden) has any authority with respect to the Companies or their respective enterprises. Although not constituting conclusive evidence thereof, this assumption is supported by the confirmation contained in the relevant Board Resolutions;

Scope of Opinion and Limitations

The Agreement is expressed to be governed by the laws of the State of New York. Accordingly, our examination of the Agreement has been limited to the face of the Agreement without reference to the general body of law incorporated into or made applicable to the Agreement by the choice of law clause.

In this opinion Dutch legal concepts are expressed in English terms and not in their original Dutch terms. Where indicated in underlined italics, Dutch equivalents of these English terms have been given. The Dutch legal concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. Terms and expressions of law and of legal concepts as used in this opinion have the meaning attributed to them under Dutch law and this opinion should be read and understood accordingly.

The general terms and conditions of AKD Prinsen Van Wijmen N.V. apply to this opinion and the relation between AKD Prinsen Van Wijmen N.V. and the addressee of this opinion. These general terms and conditions contain a limitation of liability and a copy of these general terms and conditions can be found at www.akd.nl or will be sent to you at your first request. This opinion may only be relied upon under the express condition of the applicability of these general terms and conditions and that any issues of interpretation or liability arising hereunder will be governed by Dutch law and be brought before a Dutch court.

We express no opinion as to any laws other than Dutch law in force as at the date hereof as applied and interpreted according to present duly and in paper form

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Date: March 3, 2010

published case law of the Dutch courts, administrative rulings and authoritative literature and no opinion is given that the future or continued performance of the Company’s obligations or the consummation of the transactions contemplated by the Agreement will not contravene these laws, application or interpretation, as changed from time to time.

We do not give any opinion on any matters of fact (including but not limited to statements, covenants and representations and warranties as made by the Company in or contained in any of the documents reviewed by us), tax law or other levies, anti trust law, treaties or international law (including the laws of the European Union, except if and when such treaties and/or the laws of the European Union have direct effect in the Netherlands at the date hereof, and except to the extent as specifically stated otherwise). Where an assumption is made, we have not investigated the matters that are the subject of such assumption, except to the extent expressly stated otherwise.

The opinions contained in this letter are strictly limited to the matters stated below under the heading ‘Opinions’ and do not extend by implication or otherwise to any other matter not specifically referred to. These opinions are rendered as at the date hereof only and we are under no obligation to update our opinions for events, transactions, circumstances or changes in any of the facts, assumptions or representations occurring after the date hereof or for any other reason.

Opinions

Based upon the foregoing (including the assumptions set out above) and subject to any factual matters or documents not disclosed to us in the course of our investigation, and subject to the qualifications and limitations contained herein, we are, as at the date and hour hereof, of the opinion that:

1. Due incorporation and valid existence

Each of the Companies has been duly incorporated and is validly existing under the laws of the Netherlands as a legal entity in the form of a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid).

2. Power and authority

The Companies have the corporate power and authority to enter into the Agreement and to perform their respective obligations thereunder.

3. Due authorization

The Companies have taken all necessary corporate action to authorize the entry into the Agreement and the performance of their respective obligations thereunder.

Page: 6 of 6
Date: March 3, 2010

Qualifications

The opinions expressed above are subject to the following qualifications:

Insolvency laws and other laws affecting enforceability

(A) The opinions expressed herein may be affected or limited by the provisions of any applicable bankruptcy, insolvency, voidable preference (actio Pauliana), reorganization, suspension of payments, other or similar laws of general application now or hereafter in effect (including but not limited to the laws that apply pursuant to the EU Insolvency Regulation), relating to or affecting the enforcement or protection of creditors’ rights, and any emergency measures that may be taken by the Dutch authorities under the Dutch Financial Relations Emergency Act (Noodwet Financieel Verkeer).

Power and authority

(B) The validity and enforceability of the obligations of a Company under the Agreement may be successfully contested by such Company (or its receiver in bankruptcy (curator)) on the basis of Section 2:7 Dutch Civil Code, if both (i) the execution of the Agreement is not within the scope of the object of such Company (doeloverschrijding) and (ii) the counterparty of such Company under the Agreement knew or ought to have known (without enquiry) of this fact.

This opinion letter is addressed to you and is issued in connection with the Agreement and for the purpose of the filing of a current report on form 8-K (the ‘Current Report’) to be filed by ArvinMeritor, Inc. with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the ‘United States Securities Act’). We hereby consent to the filing of this opinion as an exhibit to the Current Report. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act or the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder.

Yours faithfully,
AKD

/s/ AKD

EX-5.9

Exhibit 5.9

ELVINGER, HOSS & PRUSSEN
AVOCATS A LA COUR

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

Luxembourg, 3^rd March 2010

O/Ref.: KP

Re: Subsidiary Guaranty dated as of 3^rd March 2010 in relation to $250,000,000 aggregate principal amount of 10.625% Notes Due 2018 of ArvinMeritor, Inc. (the “Notes”)

Ladies and Gentlemen,

We have acted as legal advisers as to Luxembourg law to Meritor Luxembourg S.àr.l., a limited liability company incorporated as a société à responsabilité limitée, under Luxembourg law with registered office at 5, rue Guillaume Kroll, L-1882 Luxembourg and registered with the Registre de Commerce et des Sociétés à Luxembourg (the “Register”) under number B 72248 (the “Company”) in connection with a subsidiary guaranty dated 3^rd March 2010 in relation to the Notes (the “Guaranty”) entered into between the Company, the other Initial Guarantors having signed the Guaranty and The Bank of New York Mellon Trust Company, N.A. as Trustee (all those terms as defined therein).

(A) For the purpose thereof we have examined the following documents:

     1. an executed scanned copy dated 3^rd March 2010 of the Guaranty;

     2. a certified copy of the consolidated articles of incorporation of the Company dated 24^th October 2001 as amended by an extraordinary general meeting held on 18^th March 2005 (the “Articles”);

     3. an executed scanned email copy of the resolutions taken by the sole manager of the Company dated 26^th February 2010 (the “Resolutions”);

2, place Winston Churchill — B.P. 425 — L 2014 Luxembourg — T (352) 44 66 44 0 — F (352) 44 22 55 — www.ehp.lu

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     4. an electronic non certified excerpt from the Register for the Company dated 2^nd March 2010 (the “Excerpt”);

     5. a certificate (the “Certificate”) dated 3^rd March 2010 issued by the Greffe de la 2ème section du Tribunal d’arrondissement de et à Luxembourg certifying that no faillite, concordat préventif de faillite, gestion contrôlée or a sursis de paiement have been filed against the Company.

     The documents described above under (1) to (5) are together referred to as the “Documents”.

     Except for the Documents referred to above, we have not examined any other contract, agreement or instrument to which the Company is a party or by which it is bound or to which it is subject or any other corporate records.

     We have received the Certificate and have made an enquiry on the website of the Barreau de Luxembourg (www.barreau.lu) on 3^rd March 2010 at 11.48 CET which did not feature the Company on the list of companies that have been declared en faillite. It should be noted that we can however not opine as to whether a writ has been served on the Company but has not yet been enrolled with the Court.

     We have not made any further search or investigation as to the Company, except that we have consulted the website of the RCS on 3^rd March 2010 at 11.55 CET and have received the Excerpt and the Certificate.

(B) The present opinion relates only to the laws of the Grand Duchy of Luxembourg (“Luxembourg”) as the same are in force and are construed at the date hereof by published court precedents and is given on the basis that it will be governed by, and construed in accordance with the laws of Luxembourg. We neither express nor imply any view or opinion on and/or in respect of the laws of any jurisdiction other than Luxembourg, and have made no investigation of any other law (including without limitation the laws or acts referred to in the Documents (other than Luxembourg law)) which may be relevant to any of the documents submitted to us or the opinions herein contained. We express no opinion as to any matter of fact or the accuracy of any financial calculation required by the terms of any Documents or otherwise.

(C) For the purpose of giving this opinion, we have assumed the following:

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     1. that the Guaranty has been duly authorised, executed and delivered by the respective parties thereto (other than the Company) and that the performance thereof is within the capacity and powers of each of them (other than the Company);

     2. that each of the respective parties to the Guaranty is duly incorporated and organised as a validly existing legal entity under the laws of the jurisdiction of its organisation and has full capacity, power, authority, right to enter and legal right to make and perform its obligations under the Guaranty, that all internal authorisation procedures by each such party (other than the Company as to Luxembourg law) for the execution by it of the Guaranty have been duly fulfilled and that the execution of the Guaranty by or on behalf of each of such parties (other than the Company as to Luxembourg law) has, in each case, been and will remain duly and validly approved and authorised;

     3. that the entering into and performance of the Guaranty by the respective parties thereto do not, in the case of any such party, contravene, and such Guaranty is not invalid or unenforceable under the laws of the jurisdiction of such party;

     4. the genuineness of all signatures, stamps and seals on all documents;

     5. the completeness and conformity to originals thereof of all documents submitted to us as certified, photostatic, faxed, scanned or e-mailed copies, the authenticity of the originals of such documents and the conformity to the executed originals of all documents reviewed by us in execution version;

     6. the execution, delivery and performance by each of the parties of the Guaranty are legal, valid and binding on them under the laws of their place of incorporation, organisation or residence respectively and under all applicable laws, are in their respective best corporate interest and have been and remain duly approved and authorised by all necessary governmental and other action in accordance with their respective constitutive documents, the laws of their respective places of incorporation, organisation or residence respectively and such other laws other than as required by Luxembourg law;

     7. there is no matter under the laws of any jurisdiction (other than Luxembourg) which would or might affect the opinions herein expressed;

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     8. that the Guaranty is entered into for bona fide commercial reasons by each of the parties thereto with a valid rationale and without the purpose to defraud any third parties or governmental authority or to circumvent the laws or regulations of any jurisdiction;

     9. that all obligations under the Guaranty are valid, legally binding upon and enforceable (and are not subject to avoidance by any person) against the parties as a matter of all relevant laws and, that there is no provision of the laws of any jurisdiction that would have a bearing on the foregoing;

     10. the absence of any other arrangements between any of the parties to the Guaranty or between the parties to the Guaranty and any third parties which modify or supersede any of the terms of the Guaranty and that the Guaranty represents and contains the entirety of the transactions entered into by the parties to the Guaranty in or in connection with the transactions contemplated thereby;

     11. all consents and authorisations required under the laws or regulations of any jurisdiction other than Luxembourg for or in connection with the entering into of the Guaranty and the execution and enforcement of the obligations under the Guaranty have been obtained and are in full force and effect;

     12. no foreign law affects the opinions set out in paragraph D below;

     13. words and phrases in English have the meaning attributed to them by the vernacular language;

     14. there is no other agreement, undertaking, representation or warranty (oral or written) and no other arrangement (whether legally binding or not) between all or any of the parties or any other matter which renders the information or any of the Documents provided to us for the purpose of this opinion inaccurate, incomplete or misleading or which affects the conclusions stated in this opinion;

     15. that none of the parties to the Guaranty has passed a voluntary winding-up resolution, that no petition has been presented or order made by a court or any other competent authority for the winding-up, dissolution, administration, bankruptcy or for the submission of any such person to the procedures of bankruptcy (where relevant), controlled management or receivership or any analogous proceedings and no analogous proceedings under the law of its place of establishment or incorporation or centre of main interest, as the case may be, or where it carries on its business, have been taken in

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relation to it and no receiver, manager, trustee or similar officer has been appointed in relation to it or any of its respective assets or revenues;

     16. that the Articles have not been amended or rescinded and are in full force and effect;

     17. that the Resolutions have not been amended or rescinded and are in full force and effect;

     18. that the file of the Company at the RCS is complete and up to date and that the Company is compliant with all obligations resulting from the law of 19 December 2002 relating to the register of commerce and companies and the accounting and annual accounts of businesses;

     19. that the Company has its centre of main interests in Luxembourg and has no establishment outside Luxembourg, in each case as such terms are defined in Council Regulation (EC) n°1346/2000 of 29 May, 2000 on insolvency proceedings;

     20. that no proceedings have been instituted or injunction granted against the Company to restrain it from performing its obligations under the Guaranty.

(D) We have been requested to give our legal opinion as to the power and authority of the Company to execute and deliver the Guaranty. In such connection, and after reviewing the Guaranty and such documents and matters of law as we consider necessary or appropriate and subject to the assumptions stated in paragraph C above and the reservations set out in paragraph E below, we are of the following opinion:

     1. Powers and Authority

     The Company has the full power and authority to enter into, execute, deliver and perform its obligations under the Guaranty and has taken all necessary actions, fulfilled and performed all conditions and things required as a matter of Luxembourg law to authorise the execution, delivery and performance of the Guaranty in accordance with the terms of the Guaranty.

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     2. Due authorisation

     The Company has duly approved the Guaranty and the entering therein as well as the performance and delivery of the Guaranty. All corporate and other actions required by its Articles for the execution by the Company of the Guaranty and the performance of its obligations thereunder have been duly taken.

(E) The foregoing opinions are subject to the following reservations:

     (i) The opinions expressed herein are subject to all limitations resulting from and are subject to any applicable bankruptcy, insolvency, reprieve from payment (sursis de paiement), moratorium and other similar laws affecting creditors’ rights generally, including, without limitation, controlled management (gestion contrôlée).

     (ii) The corporate documents of the Company (including, but not limited to, the notice of a winding-up order or resolution, notice of the appointment of a receiver, manager, administrator or administrative receiver) may not be held at the Register and/or at the clerk’s office of the Luxembourg district court (sitting in commercial matters) immediately and there may be a delay in the relevant notice appearing on the file of the Company.

(F) We express no opinion as to any laws other than the laws of Luxembourg in force as of the date hereof, and this opinion is to be construed under Luxembourg law.

     We undertake no responsibility to notify any addressee of this opinion of any change in the laws of Luxembourg or their construction, interpretation or application after the date of this opinion or any change of circumstances occurring after the date of this opinion affecting the Company which may have any bearing on this opinion.

     We hereby consent to the filing of this legal opinion as an Exhibit to a Current Report on Form 8-K to be filed by the Company. This opinion is strictly limited to the matters stated herein and does not extend to, and is not to be read as extending by implication to, any agreement or document referred to in the Guaranty or otherwise.

     In this opinion Luxembourg legal concepts are translated in English terms and not in their original French terms used in Luxembourg laws. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. This opinion may, therefore, only be relied upon

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under the express condition that any issues of interpretation arising thereunder be governed by Luxembourg law and subject to the exclusive jurisdiction of the Luxembourg Courts.

     This opinion is governed by Luxembourg law and the courts of Luxembourg shall have exclusive jurisdiction over these opinions.

          Yours sincerely,


Elvinger, Hoss & Prussen
 

/s/ Katia Panichi  

By: Katia Panichi 

EX-5.10

Exhibit 5.10

[Letterhead of Shoosmiths]

	Apex Plaza
	Forbury Road
	Reading
ArvinMeritor,Inc.	Berkshire
2135 West Maple Road	RG1 1SH
Troy, Michigan 48084-7186	DX 117879 Reading (Apex Plaza)
	T 03700 868800 F 03700 868801
	nigel.thorne@shoosmiths.co.uk
	T 03700 868821

Our Ref	NMT/MRF/075978.50
Date	3 March 2010

Dear Sirs,

SUBSIDIARY GUARANTY DATED 3 MARCH 2010 BETWEEN INTER ALIOS, ARVINMERITOR LIMITED AND ARVIN EUROPEAN HOLDINGS (UK) LIMITED AS INITIAL GUARANTORS

INTRODUCTION

We have acted as English legal advisers to ArvinMeritor Limited (company number 01037897) and Arvin European Holdings (UK) Limited (company number 03864157) (the “English Companies” and each an “English Company”) in connection with the Subsidiary Guaranty (described in paragraph 1.1.1 below) in relation to $250,000,000 aggregate principal amount of 10.625% Notes due 15 March 2018 of ArvinMeritor Inc. (the “Notes”).

Our opinion as set out in paragraph 3 of this letter (the “Opinion”) is given for the sole benefit of ArvinMeritor, Inc. and may not be relied upon by any other person.

You have informed us that the Notes are to be issued by ArvinMeritor Inc. pursuant to the indenture dated 1 April 1998 between ArvinMeritor Inc. (successor to Meritor Automotive, Inc.) and the Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as Trustee, as supplemented by a First Supplemental Indenture dated 7 July 2000, a Second Supplemental Indenture dated 6 July 2004, a Third Supplemental Indenture dated 23 June 2006 and a Fourth Supplemental Indenture dated 3 March 2010 (the “Indenture”).

You have informed us that the Notes and the Subsidiary Guaranty, together with other guarantees of the Notes by certain other direct and indirect subsidiaries of ArvinMeritor Inc. will be the subject of an underwritten public offering pursuant to an underwriting agreement dated 26 February 2010 among ArvinMeritor Inc., the English Companies and certain other direct and indirect subsidiaries of ArvinMeritor Inc. We understand that this letter is required to be filed with the Securities and Exchange Commission as part of the process associated with the public offering.

1	DOCUMENTS EXAMINED AND ACTION TAKEN
1.1	For the purpose of giving the Opinion we have examined copies of the following documents which have been emailed to us (the “Documents”):

1.1.1	a pdf copy of the executed subsidiary guaranty (the “Subsidiary Guaranty”) dated 3 March 2010 entered into by, inter alios, the English Companies in favour of The Bank of New York Mellon Trust Company, N.A. as Trustee;
1.1.2	pdf copies of the certificates of incorporation, memorandum and articles of association of each English Company certified as being true and complete copies as at 26 February 2010 by two directors of each English Company;
1.1.3	pdf copies of the signed and dated certificates of two directors of each English Company listing authorised signatories of each English Company dated 26 February 2010 (the “Directors’ Certificates”);
1.1.4	pdf copies of signed and dated board minutes for each of the English Companies dated 26 February 2010 (the “Board Minutes”) containing resolutions of the boards of directors of each English Company approving the entry into the Subsidiary Guaranty (the “Board Resolutions”); and
1.1.5	pdf copies of the signed and dated written resolutions of the sole shareholder of each English Company approving the entry into the Subsidiary Guaranty passed on 26 February 2010 (the “Shareholder Resolutions”).

1.2	At 9.17 a.m. (London time) we carried out company searches at the Companies Registry, Cardiff, UK in respect of each English Company. We conducted a telephone search at 10.06 a.m. on 3 March 2010 (London time) at the Central Index of the Companies Court in respect of each English Company.
1.3	Except as stated above we have not examined any contracts, instruments or other documents entered into by or affecting either of the English Companies or any corporate records of either of the English Companies and have not made any other enquiries concerning either of the English Companies.
2	ASSUMPTIONS
	In giving the Opinion, we have assumed:
2.1	the genuineness of all signatures on the originals of each of the Documents;
2.2	the completeness and conformity to the original documents of the Documents and the authenticity and completeness of such original documents;
2.3	the capacity, power and authority to execute and the due execution of the Subsidiary Guaranty by each party to it other than the English Companies;

2.4	that the obligations expressed to be assumed by each party to the Subsidiary Guaranty other than the English Companies are valid and legally binding and enforceable against such parties;
2.5	that the Indenture has been properly executed and is valid, legally binding and enforceable against the parties to it;
2.6	that all obligations under the Subsidiary Guaranty are valid, legally binding upon, and enforceable against, the parties thereto as a matter of all relevant laws other than the laws of England and Wales and that no laws other than the laws of England and Wales would affect any of the conclusions stated in the Opinion;
2.7	that the lists of authorised signatories of each English Company contained in the Directors’ Certificates are correct in all respects;
2.8	that:

2.8.1	the board meetings of each English Company at which the Board Resolutions were considered were duly and properly convened meetings of each English Company (the “Board Meetings”);
2.8.2	the Board Minutes give a true and accurate account of the proceedings and business transacted at the Board Meetings; and
2.8.3	any provisions contained in the Companies Act 2006 or the articles of association of each English Company relating to the declaration of directors’ interests or the power of interested directors to vote were duly observed;

2.9	that there have been no amendments to the memorandum and articles of association of either of the English Companies examined by us and referred to in paragraph 1.1.2 above;
2.10	that the Directors’ Certificates, the Board Minutes, the Board Resolutions and the Shareholder Resolutions have not been amended or rescinded and are in full force and effect;
2.11	the accuracy and completeness of the information disclosed in the company searches referred to in paragraph 1.2 above provided that, to the extent such information conflicts with the certified constitutive documents referred to in paragraph 1.1.2 above, we have taken the certified constitutive documents as being conclusive;
2.12	that neither of the English Companies was unable to pay its debts within the meaning of Section 123 of the Insolvency Act 1986 when it executed the Subsidiary Guaranty or became so unable in consequence of its execution of the Subsidiary Guaranty;
2.13	no step has been taken to wind up any English Company or appoint a receiver, administrator or like officer in respect of it or any of its assets and no voluntary arrangement has been proposed in respect of either English Company;
2.14	that all consents, approvals, notices, filings, recordings, publications and registrations which are necessary under any applicable laws (other than the laws of England and Wales) in order to permit the execution, delivery or performance of the Subsidiary Guaranty or to perfect, protect or preserve any of the interests created by the Subsidiary Guaranty, have been made

	or obtained, or will be made or obtained within the periods permitted by such laws or regulations;
2.15	that the Subsidiary Guaranty has not been amended, terminated, rescinded or varied, and that the Subsidiary Guaranty is not affected in any way (in each case in a manner which would affect the giving of the Opinion) by any relevant provisions of any other document or agreement or any course of dealings between the parties thereto;
2.16	that the Subsidiary Guaranty has been entered into for bona fide commercial reasons and on arm’s length terms by each of the parties thereto;
2.17	that any filings or clearances required under anti-trust or competition law have been made and obtained or will be made and obtained within any applicable time periods;
2.18	the Subsidiary Guaranty:

2.18.1	meets all requirements of the laws of New York, United States of America for the creation of the obligations therein; and
2.18.2	is not prohibited by the terms of any agreement or instrument to which an English Company is a party or which is binding on its assets, and that any necessary consents required by any party to the Subsidiary Guaranty for the execution and performance thereof have been obtained; and

2.19	none of the parties is or will be seeking to achieve any purpose not apparent from the Subsidiary Guaranty which might render the Subsidiary Guaranty illegal or void.
3	THE OPINION
	Based upon the assumptions and other matters set out in paragraph 2 above and subject (i) to the qualifications set out in paragraph 4 below and (ii) to any matters not disclosed to us, we are of the opinion that, so far as the present laws of England and Wales are concerned, each English Company has the requisite corporate power to enter into and perform its obligations under the Subsidiary Guaranty, and that each English Company has taken all necessary corporate action to authorise the execution, delivery and performance of the Subsidiary Guaranty by it.
4	QUALIFICATIONS
	The Opinion is subject to the following qualifications:
4.1	we have not investigated the laws of any country other than England and Wales and the Opinion is given only with respect to the laws of England and Wales as at the date of this letter;
4.2	we do not assume any obligation to notify or inform you of any developments subsequent to the date of this letter that might render its contents untrue or inaccurate in whole or in part at such later time;
4.3	we do not express any opinion herein with respect to the laws of any jurisdiction other than the laws of England and Wales;

4.4	we have not been responsible for investigating or verifying the accuracy of the facts (including statements of foreign law), or the reasonableness of any statement of opinion or intention contained in or relevant to any document referred to herein, or that no material facts have been omitted therefrom;
4.5	we have not considered the particular circumstances of any party to the Subsidiary Guaranty nor the effect of any such particular circumstances on the Subsidiary Guaranty or on the ability of any party to it to perform all or any obligations under or pursuant to the Subsidiary Guaranty;
4.6	searches at the Companies Registry and the Central Index of the Companies Court do not necessarily reveal up to date information and do not necessarily reveal whether or not a resolution has been passed, a petition has been presented or any other action taken for the winding-up of, or the appointment of a liquidator, administrator, administrative receiver or receiver of, the company concerned;
4.7	the validity, performance and enforcement of the Subsidiary Guaranty may be limited by bankruptcy, insolvency, liquidation, reorganisation or similar laws of general application relating to or affecting the rights of creditors;
4.8	a party to a contract may be able to avoid its obligations under that contract (and may have other remedies) where it has been induced to enter into that contract by a misrepresentation and the courts of England and Wales will generally not enforce an obligation if there has been fraud; and
4.9	we do not assume any obligation to notify you of future changes in law which affect the opinions expressed in the Opinion.
5	GOVERNING LAW AND RELIANCE
5.1	The Opinion shall be governed by and construed in accordance with the laws of England and Wales and is limited to the matters expressly stated herein and the Courts of England and Wales shall have the exclusive jurisdiction to settle any dispute arising out of or in connection with the Opinion.
5.2	The Opinion is given for the sole benefit of ArvinMeritor, Inc. and may not be relied upon by any other person.
5.3	We hereby consent to the filing of the Opinion as an exhibit to a Current Report on Form 8-K to be filed by ArvinMeritor Inc.

Yours faithfully

/s/ Shoosmiths

Shoosmiths

EX-5.11

Exhibit 5.11

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

Ladies and Gentlemen:

     As special Nevada counsel for ArvinMeritor, Inc., a Nevada corporation (the “Nevada Guarantor”), we have been requested to render an opinion for that certain Underwriting Agreement dated February 26, 2010 between ArvinMeritor, Inc., an Indiana corporation (the “Company”) and the Guarantors, on the one hand, and Banc of America Securities LLC and J.P. Morgan Securities Inc. for themselves and as Representatives of the other Underwriters named in Schedule A thereto (together with the Representative, the “Underwriters”), on the other hand (the “Agreement”).

     The Company is issuing and selling to the Underwriters an aggregate of $250,000,000 aggregate principal amount of its 10.625% Notes due 2018 (the “Notes”). The Notes are being issued pursuant to an indenture dated as of April 1, 1998 (the “Base Indenture”), among the Company and The Bank of New York Mellon Trust Company as successor to The Chase Manhattan Bank, as trustee (the “Trustee”), as supplemented as of July 7, 2000, July 6, 2004 and June 23, 2006 and an additional supplemental indenture to be executed on the Closing Date (collectively the “Supplemental Indentures” and together with the Base Indenture, the “Indenture”). All capitalized terms not defined herein shall have the same definitions as those ascribed to them in the Agreement or, if not defined therein, in the Indenture.

     We have examined:

RENO OFFICE: 1100 BANK OF AMERICA PLAZA, 50 WEST LIBERTY STREET • RENO, NEVADA 89501 • (775) 788-8666 • FAX (775) 788-8682

CARSON CITY OFFICE: 410 SOUTH CARSON STREET • CARSON CITY, NEVADA 89701 • (775) 851-2115 • FAX (775) 841-2119

     LIONEL SAWYER & COLLINS
          ATTORNEYS AT LAW

ArvinMeritor, Inc.
March 3, 2010
Page 2

a.	Agreement;
b.	the Indenture;
c.	the Notes;
d.	the form of the Guarantee to be signed by the Nevada Guarantor;
e.	Articles of Incorporation for the Nevada Guarantor certified by the Nevada Secretary of State;
f.	Good Standing Certificate for Nevada Guarantor from the Nevada Secretary of State;
g.	Resolutions of the Board of Directors of the Nevada Guarantor certified by an officer of the Company;
h.	Bylaws for the Nevada Guarantor certified by an officer of the Company; and

     We have not reviewed, and express no opinion as to, any instrument or agreement referred to or incorporated by reference in the foregoing documents.

     We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to originals of all copies of all documents submitted to us. We have relied upon the certificates of all public officials and corporate officers with respect to the accuracy of all matters contained therein.

     Based on the foregoing and subject to the following we are of the opinion that the Nevada Guarantor has the corporate authority to execute and deliver its Guarantee.

     We express no opinion as to the laws of any jurisdiction other than the State of Nevada.

     We hereby consent to the filing of this opinion letter as Exhibit to a Current Report on Form 8-K to be filed by the Company. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Lionel Sawyer & Collins

Lionel Sawyer & Collins