EX-5 10 c63602ex5.txt OPINION OF QUARLES & BRADY LLP 1 EXHIBIT 5 QUARLES & BRADY LLP 411 East Wisconsin Avenue Milwaukee, Wisconsin 53202-4497 Tel 414.277.5000 Fax 414.271.3552 www.quarles.com July 3, 2001 Briggs & Stratton Corporation 12301 West Wirth Street Wauwatosa, Wisconsin 53222 RE: REGISTRATION STATEMENT ON FORM S-3 Ladies and Gentlemen: We have acted as counsel to Briggs & Stratton Corporation, a Wisconsin corporation, (the "Company"), and the Guarantors (as defined below) in connection with the Registration Statement on Form S-3 (the "Registration Statement") being filed by the Company and the Guarantors with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), to register for sale by the holders named or to be named in the prospectus relating to the Registration Statement, as the same may be amended or supplemented from time to time (the "Selling Holders"), up to $140,000,000 aggregate principal amount of the Company's 5.00% Convertible Senior Notes due May 15, 2006 (the "Notes") and the shares of Common Stock, par value $0.01 per share, of the Company (together with the associated common share purchase rights issued pursuant to the Company's Rights Agreement, the "Shares") into which the Notes may be converted. The Notes were issued pursuant to an Indenture dated as of May 14, 2001 by and among the Company, the Guarantors listed on Schedule I thereto, as amended from time to time, and Bank One, N.A., as Trustee, as supplemented by Supplemental Indentures dated as of May 15, 2001 among Generac Portable Products, Inc., a Delaware corporation, GPPD Inc., a Delaware corporation, GPPW, Inc., a Wisconsin corporation, and Generac Portable Products, LLC, a Delaware limited liability company (the "Guarantors"), the Company and Bank One, N.A., as Trustee, pursuant to which the Guarantors agreed to guarantee the Notes (the "Guarantees") as of May 15, 2001, when they became subsidiaries of the Company (as so supplemented, the "Indenture"). The Notes were issued and sold on May 14, 2001 to Goldman, Sachs & Co. and Banc of America Securities LLC, the initial purchasers thereof (the "Initial Purchasers"), without registration under the Act, and the Notes were offered and sold by the Initial Purchasers to qualified institutional buyers in reliance on Rule 144A under the Act. In connection with the 2 Briggs & Stratton Corporation July 3, 2001 Page 2 original offer and sale of the Notes, the Company entered into a Registration Rights Agreement dated as of May 8, 2001 with the Initial Purchasers (the "Registration Rights Agreement"), providing for the registration of the Notes and the Shares for resale by the Selling Holders. The Registration Statement is being filed pursuant to the Registration Rights Agreement. We have examined (i) the Registration Statement; (ii) the Company's Articles of Incorporation and Bylaws, as amended to date; (iii) the Indenture; (iv) the Registration Rights Agreement; (v) the preliminary offering circular, the final offering circular and the purchase agreement relating to the original issuance and sale of the Notes; (vi) certificates of public officials and of officers and representatives of the Company, the Guarantors, and the Trustee; (vii) corporate proceedings of the Company and the Guarantors relating to the Registration Statement, the Registration Rights Agreement, the Indenture and the transactions contemplated thereby; and (viii) such other documents and such matters of law as we have deemed necessary in order to render this opinion. On the basis of and subject to the foregoing, we advise you that, in our opinion: 1. The Company is a corporation duly incorporated and validly existing under the laws of the State of Wisconsin. 2. The Notes and the Guarantees have been duly authorized and issued and constitute valid and binding obligations of the Company and the Guarantors, respectively, subject to (a) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, (b) general principles of equity (regardless of whether considered in a proceeding at law or in equity) and (c) the qualification that the remedy of specific performance and injunctive or other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. 3. The Shares which may from time to time be issued upon conversion of the Notes, when issued in accordance with the provisions of the Notes and the Indenture, will be validly issued, fully paid and nonassessable, subject to the personal liability which may be imposed on shareholders by Section 180.0622(2)(b) of the Wisconsin Business Corporation Law, as judicially interpreted, for debts owing to employees for services performed, but not exceeding six months service in any one case. 3 Briggs & Stratton Corporation July 3, 2001 Page 3 We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the prospectus constituting a part thereof. In giving our consent, we do not admit that we are "experts" within the meaning of Section 11 of the Act, or that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder. Very truly yours, /s/ Quarles & Brady LLP ----------------------- QUARLES & BRADY LLP