EX-5.1 2 d129874dex51.htm EXHIBIT 5.1 EXHIBIT 5.1

Exhibit 5.1

 

 

[FORM OF OPINION]

  

555 Eleventh Street, N.W., Suite 1000

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Tel: +1.202.637.2200 Fax: +1.202.637.2201

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September     , 2011

 

Tomkins, Inc.

Tomkins, LLC

1511 Wewatta Street

Denver, Colorado 80202

  

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Washington, D.C.

   File No. 049040-0003

 

  Re: Registration Statement No. 333-175137; $1,150,000,000 Aggregate Principal
     Amount of Senior Secured Second Lien Notes.

Ladies and Gentlemen:

We have acted as special counsel to Tomkins, LLC, a Delaware limited liability company (the “LLC Co-Issuer”) and Tomkins, Inc., a Delaware corporation (the “Corporate Co-Issuer,” and, together with the LLC Co-Issuer, the “Issuers”), in connection with the issuance of up to $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (the “Notes”) and the guarantees of the Notes (the “Guarantees”) by the entities listed on Schedule I hereto (collectively, the “Delaware Corporate Guarantors”), the entities listed on Schedule II hereto (collectively, the “Delaware LLC Guarantors”), the entities listed on Schedule III hereto (collectively, the “Delaware LP Guarantors,” and together with the Delaware Corporate Guarantors and the Delaware LLC Guarantors, the “Delaware Guarantors”), the entity listed on Schedule IV hereto (the “California Guarantor,” and together with the Delaware Guarantors, the “Covered Guarantors”), Tomkins Acquisitions Limited, a limited company incorporated under the laws of England and Wales (“Bidco”) and the entities listed on Schedule VI hereto (collectively, the “Other Guarantors,” and together with the Covered Guarantors and Bidco, the “Guarantors”), under an Indenture dated as of September 29, 2010, including the Guarantees, as supplemented by the First Supplemental Indenture dated as of November 18, 2010, the Second Supplemental Indenture dated as of December 21, 2010, the Third Supplemental Indenture dated as of December 23, 2010, the Fourth Supplemental Indenture dated as of January 20, 2011, the Fifth Supplemental Indenture dated as of February 23, 2011 (the “Fifth Supplemental Indenture), the Sixth Supplemental Indenture dated as of February 24, 2011, the Seventh Supplemental Indenture dated as of March 3, 2011 and the Eighth Supplemental Indenture dated as of August 18, 2011 (collectively, the “Indenture”) among the Issuers, the Guarantors and Wilmington Trust FSB, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Collateral Agent”), and pursuant to a registration statement on Form F-4 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 24, 2011 (Registration No. 333-175137) (the


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Registration Statement”), as amended. The Notes and the Guarantees will be issued in exchange for the Company’s outstanding 9% Senior Notes due 2018 (the “Old Notes”), and the related guarantees, on the terms set forth in the prospectus (the “Prospectus”) contained in the Registration Statement and the letter of transmittal to be filed as an exhibit thereto.

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Notes and the Guarantees.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company, the Guarantors, and others as to factual matters without having independently verified such factual matters. We are opining herein as to the internal laws of the States of New York and California and the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act, as applicable, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state. Various matters concerning the laws of the jurisdictions set forth on Schedule VI are addressed in the opinions of the counsel set forth on Schedule VI, which have been separately provided to you. We express no opinion with respect to those matters herein, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with your consent, assumed such matters.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Notes have been duly executed, issued, and authenticated in accordance with the terms of the Indenture and delivered against surrender of the Old Notes in the circumstances contemplated by the Indenture and the Registration Rights Agreement dated as of September 29, 2010 filed as an exhibit to the Registration Statement, the Notes and the Guarantees will have been duly authorized by all necessary corporate, limited liability company and limited partnership action, as applicable, of the Issuers and the Covered Guarantors, respectively, and will be legally valid and binding obligations of the Issuers and the Guarantors, respectively, enforceable against the Issuers and the Guarantors in accordance with their respective terms.

Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to


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provisions purporting to make a guarantor primarily liable rather than as a surety and provisions purporting to waive modifications of any guaranteed obligation to the extent such modification constitutes a novation.

We have not been requested to express and, with your consent, do not render any opinion herein with respect to the creation, validity, attachment, perfection or priority of any lien or security interest.

With your consent, we have assumed (a) that the Indenture, the Guarantees, and the Notes (collectively, the “Documents”) have been duly authorized, executed and delivered by the parties thereto other than the Company and each of the Covered Guarantors, (b) that the Documents constitute legally valid and binding obligations of the parties thereto other than the Company and each of the Guarantors, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Documents as legally valid and binding obligations of the parties are not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities.

This opinion may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” 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 Act or the rules and regulations of the Commission thereunder.

Very truly yours,

 


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SCHEDULE I

DELAWARE CORPORATE GUARANTORS

 

Entity Name

 

Jurisdiction of Formation

Air System Components, Inc.   Delaware
Aquatic Co.   Delaware
Aquatic Trucking Co.   Delaware
Buffalo Holding Company   Delaware
Conergics Corporation   Delaware
Dexter Axle Acquisition Corp.   Delaware
Dexter Axle Company   Delaware
Dexter Axle Trucking Company   Delaware
EPICOR Industries, Inc.   Delaware
Gates Mectrol, Inc.   Delaware
Hart & Cooley Trucking Company   Delaware
Hart & Cooley, Inc.   Delaware
NRG Industries, Inc. NKA Ruskin Rooftop Systems, Inc.   Delaware
Ruskin Company   Delaware
Ruskin Service Company   Delaware
Schrader Electronics, Inc.   Delaware
Schrader-Bridgeport International, Inc.   Delaware
Selkirk Corporation   Delaware
THE GATES CORPORATION   Delaware
Tomkins Automotive Holding Co.   Delaware
Tomkins Building Products, Inc.   Delaware
Waltham Real Estate Holding Co.   Delaware


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SCHEDULE II

DELAWARE LLC GUARANTORS

 

Entity Name

 

Jurisdiction of Formation

Schrader, LLC   Delaware
Selkirk IP L.L.C.   Delaware
St. Augustine Real Estate Holding LLC   Delaware


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SCHEDULE III

DELAWARE LLC GUARANTORS

 

Entity Name   Jurisdiction of Formation
Selkirk Americas, L.P   Delaware
Selkirk Canada Holdings, L.P.   Delaware
Tomkins U.S., L.P.   Delaware


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SCHEDULE IV

CALIFORNIA GUARANTOR

 

Entity Name

 

Jurisdiction of Formation

CARRIAGE HOUSE FRUIT COMPANY   California


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SCHEDULE V

OTHER GUARANTORS

 

Entity Name

 

Jurisdiction of Formation

Broadway Mississippi Development, LLC   Colorado
Dexter Chassis Group, Inc.   Michigan
e INDUSTRIES, INC.   Indiana
Eastern Sheet Metal, Inc.   Ohio
FBN Transportation, Inc.   Ohio
Gates Development Corporation   Colorado
Gates International Holdings, LLC   Colorado
HYTEC, INC.   Washington
Ideal Clamp Products, Inc.   Tennessee
Koch Filter Corporation   Kentucky
Tomkins Industries, Inc.   Ohio
ACD Tridon (Holdings) Limited   United Kingdom
Air System Components Investments China Limited   United Kingdom
Beta Naco Limited   United Kingdom
British Industrial Valve Company Limited   United Kingdom
Gates Auto Parts Holdings China Limited   United Kingdom
Gates Engineering & Services UK Holdings Limited   United Kingdom
Gates Fluid Power Technologies Investments Limited   United Kingdom
GATES HOLDINGS LIMITED   United Kingdom
Gates Powertrain UK Limited   United Kingdom
H Heaton Limited   United Kingdom
Olympus (Ormskirk) Limited   United Kingdom
Ruskin Air Management Limited   United Kingdom
Shiitake Limited   United Kingdom
Swindon Silicon Systems Limited   United Kingdom
Tomkins Acquisitions Limited   United Kingdom
Tomkins Engineering Limited   United Kingdom
Tomkins Finance Limited   United Kingdom
Tomkins Finance Luxembourg Limited   United Kingdom
Tomkins Funding Limited   United Kingdom
Tomkins Ideal Clamps (Suzhou) Investments Limited   United Kingdom
Tomkins Investments China Limited   United Kingdom
Tomkins Investments Limited   United Kingdom
TOMKINS LIMITED   United Kingdom
Tomkins Overseas Company   United Kingdom
Tomkins Overseas Investments Limited   United Kingdom


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Entity Name

 

Jurisdiction of Formation

Tomkins Pension Services Limited   United Kingdom
Tomkins SC1 Limited   United Kingdom
Tomkins Sterling Company   United Kingdom
Tomkins Treasury (Canadian Dollar) Company   United Kingdom
Tomkins Treasury (Dollar) Company   United Kingdom
Tomkins Treasury (Euro) Company   United Kingdom
Trico Products (Dunstable) Limited   United Kingdom
WILLER & RILEY LIMITED   United Kingdom
Schrader Investments Luxembourg S.à r.l.   Luxembourg
Tomkins American Investments S.à r.l.   Luxembourg
TOMKINS AUTOMOTIVE COMPANY, S.à r.l.   Luxembourg
Tomkins Holdings Luxembourg, S.à r.l.   Luxembourg
Tomkins Investments Company S.à r.l.   Luxembourg
Tomkins Luxembourg S.à r.l.   Luxembourg
Tomkins Overseas Holdings S.à r.l.   Luxembourg
Montisk Investments Netherlands C.V.   The Netherlands
Pinafore Holdings B.V.   The Netherlands
ACD Tridon Inc.   Ontario, Canada
Ruskin Company Canada Inc.   Ontario, Canada
Tomkins Automotive Canada Limited   Ontario, Canada
AMP Industrial Mexican, S.A. de C.V.   Mexico
Aplicadores Mexicanos, S.A. de C.V.   Mexico
Auto Industrial de Partes, S.A. de C.V.   Mexico
Ruskin de Mexico, S.A. de C.V.   Mexico
Tomkins Poly Belt Mexicana, S.A. de C.V.   Mexico
Eifeler Maschinenbau GmbH   Germany
Gates Holding GmbH   Germany
Gates Mectrol GmbH   Germany
Tridon Clamp Products GmbH   Germany
Trion (Deutschland) GmbH   Germany
Gates CIS LLC   Russia
Gates Engineering & Services Australia Pty Ltd   Australia
Gates Engineering & Services Hamriyah FZE   United Arab Emirates
Gates Engineering & Services FZCO   United Arab Emirates
Gates Engineering & Services Ltd.   British Virgin Islands

Gates Fleximak Ltd.

 

British Virgin Islands

GATES GÜÇ AKTARIM SISTEMLERI DAGITIM SANAYI VE TICARET LIMITED SIRKETI

 

Turkey

Gates Power Transmission Europe BVBA   Belgium
Schrader Electronics Limited   Northern Ireland


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Entity Name

 

Jurisdiction of Formation

Schrader International Brasil Ltda.   Brazil
Tomkins Mauritius Company Limited   Mauritius


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SCHEDULE VII

OTHER LEGAL COUNSEL

 

Jurisdiction

 

Law Firm Name

Colorado   Lathrop & Gage LLP
Indiana   May Oberfell Lorber
Kentucky, Ohio   Dinsmore & Shohl LLP
Michigan   Dykema Gossett PLLC
Tennessee   Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
Washington   Garvey Schubert Barer
Australia   Allen & Overy
Belgium   DLA Piper UK LLP
Brazil   Pinheiro Neto Advogados
British Virgin Islands   Walkers
Canada (Federal); Ontario   Davies Ward Phillips & Vineberg LLP
England and Wales   Latham & Watkins (London) LLP
Germany   Latham & Watkins LLP
The Netherlands   Freshfields Bruckhaus Deringer Amsterdam B.V.
Luxembourg   Luther Rechtsanwaltsgesellschaft mbH
Mauritius   Appleby
Mexico   Ritch Mueller, S.C.
Northern Ireland   Arthur Cox
Russia   Latham & Watkins LLP
Turkey   Hergüner Bilgen Özeke Avukatlik Ortakligi
United Arab Emirates   Hadef & Partners