EX-5.4 5 d129874dex54.htm EXHIBIT 5.4 Exhibit 5.4

Exhibit 5.4

 

 

Michael G. Dailey
513-977-8644
Michael.Dailey@dinslaw.com

[Dinsmore & Shohl LLP Letterhead]

October 21, 2011

Tomkins, Inc.

Tomkins, LLC

1551 Wewatta Street

Denver, CO 80202

Ladies and Gentlemen:

We have acted as special counsel in the State of Ohio to Tomkins Industries, Inc., an Ohio corporation, Eastern Sheet Metal, Inc., an Ohio corporation, and FBN Transportation, Inc., an Ohio corporation collectively, the “Companies”), in connection with the issuance of $1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (the “Notes”) by Tomkins, Inc. (formerly Pinafore, Inc.) and Tomkins, LLC (formerly, Pinafore, LLC) and the guarantees of the Notes (the “Guarantees”) by the Companies under an Indenture dated as of September 29, 2010, 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 Sixth Supplemental Indenture dated as of February 24, 2011 and the Seventh Supplemental Indenture dated as of March 3, 2011 (collectively, the “Indenture”) entered into among the Issuers, the Guarantors named therein, and Wilmington Trust FSB, as trustee (the “Trustee”) and 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 “Registration Statement”).

In connection with rendering this opinion, we have examined copies, certified or otherwise identified to our satisfaction, of the following:

 

  (a) the Registration Statement;

 

  (b) the Indenture;

 

  (c) the Notes;

 

  (d)

the Articles of Incorporation, as amended, of each of the Companies,


October 21, 2011

Page 2

certified by the Secretary of each of the Companies as now in effect and as in effect at the time of the adoption of the resolutions of the board of directors of each of the Companies referred to in paragraph (f) below;

 

  (e) the Bylaws of each of the Companies, certified by the Secretary of the Companies as now in effect;

 

  (f) copies of certain resolutions of the board of directors of each of the Companies adopted on September 20, 2010, and certified by the Secretary of the Companies, which resolutions have not been amended, superseded or revoked;

 

  (g) a certificate dated October 20, 2011, of the Secretary of State of the State of Ohio as to the entity status and good standing of each of the Companies, and

 

  (h) such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In such examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the aforesaid records, certificates and documents.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that:

 

  1. Each of the Companies is a corporation validly existing and in good standing under the laws of the State of Ohio.

 

  2. Each of the Companies has the corporate power and authority under the laws of the State of Ohio to execute and deliver, and perform all of its obligations under, the Indenture (including the guarantees by the Companies of the Notes).

 

  3. The Indenture (which includes the guarantees by the Companies of the Notes) have been duly authorized, executed and delivered by each of the Companies under the laws of the State of Ohio.

The opinion in paragraph 1 above is based solely upon our review of certificates and other communications from officials of the State of Ohio. The opinions expressed herein are as of the date hereof only and are based on laws, orders, contract terms and provisions, and facts as of such date, and we disclaim any obligation to update this opinion letter after such date or to advise you of changes of facts stated or assumed herein or any subsequent changes in applicable law.


October 21, 2011

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Our opinion set forth herein reflects only the application of applicable Ohio state law (excluding the securities and blue sky laws of such state, as to which we express no opinion) and the federal laws of the United States of America. The opinion set forth herein is made as of the date hereof and is subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinion expressed herein is based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement this opinion should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinion, we have not considered, and hereby disclaim any opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any other jurisdiction, court or administrative agency.

We do not render any opinions except as expressly set forth above. The opinions set forth herein are made as of the date hereof. 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 hereby consent (i) to being named in the Registration Statement and in any amendments thereto as counsel for the Company, (ii) to the statements with reference to our firm made in the Registration Statement, (iii) to the filing of this opinion as an exhibit to the Registration Statement, and (iv) to allow Latham & Watkins LLP to rely on this opinion. In giving such consent, we do not thereby concede that we are within 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/    Michael G. Dailey

 

Michael G. Dailey