EX-5.2 37 k12696exv5w2.txt OPINION OF SCHMEIDESKAMP, ROBERTSON, NEU & MITCHELL EXHIBIT 5.2 OPINION OF SCHMIEDESKAMP, ROBERTSON, NEU & MITCHELL [SCHMIEDESKAMP, ROBERTSON, NEU & MITCHELL LETTERHEAD] April 3, 2007 Titan International, Inc. 2701 Spruce Street Quincy, Illinois 62301 Ladies and Gentlemen: We are acting as special counsel for Titan International, Inc., an Illinois corporation (the "Company"), in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-4 (the "Registration Statement") with respect to the registration under the Securities Act of 1933 (the "Act") of the offer and exchange by the Company (the "Exchange Offer") of up to $200,000,000 aggregate principal amount of the Company's 8% Senior Unsecured Notes due 2012 to be registered under the Act (the "New Notes"), which New Notes will be guaranteed by each of the guarantors named in Schedule I hereto (the "Guarantors"), for a like principal amount of the Company's outstanding 8% Senior Unsecured Notes due 2012 (the "Old Notes"), which Old Notes have also been guaranteed by the Guarantors. The Old Notes were issued pursuant to an Indenture, dated December 28, 2006 (the "Indenture"), between the Company and U.S. Bank National Association, as trustee. In connection with rendering this opinion, we have examined such corporate records, certificates and other documents as we have considered necessary for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the 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. As special Illinois counsel for the Company, we are of the opinion that: 1. The New Notes have been duly authorized, and when the New Notes have been duly executed, authenticated and delivered in exchange for the Old Notes in accordance with the Indenture and the Exchange Offer, the New Notes will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law). 2. When the New Notes have been duly executed, authenticated and delivered in exchange for the Old Notes in accordance with the Indenture and the Exchange Offer, the provisions of the Indenture applicable to the Guarantors (including the guarantee of the new notes pursuant to the Indenture) will be the legally valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law). We are members of the Bar of the State of Illinois and our opinions herein are limited to matters of the laws of the State of Illinois and the federal law of the United States, and we express no opinions regarding federal securities law or the law of other state jurisdictions. With respect to matters involving Guarantors incorporated outside the State of Illinois, we have assumed for purposes of this opinion that the laws of the State of Illinois were applicable. We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement filed by the Company to register the Common Stock under the Act and to the reference to our Firm under the caption "Legal Matters" in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. A copy of this opinion may be delivered to Bodman LLP in connection with its opinion filed as Exhibit 5.1 to the Registration Statement and Bodman LLP may rely on this opinion as if it were addressed and had been delivered by us to it on the date hereof. Very truly yours, SCHMIEDESKAMP, ROBERTSON, NEU & MITCHELL /s/ William M. McCleery, Jr. ---------------------------------------- By: William M. McCleery, Jr. SCHEDULE I TO OPINION GUARANTORS
JURISDICTION OF PERCENTAGE OF NAME OF SUBSIDIARY INCORPORATION OWNERSHIP ------------------ --------------- ------------- Titan Marketing Services, Inc. Illinois 100% Titan Wheel Corporation of Illinois Illinois 100% Titan Wheel Corporation of Iowa Iowa 100% Titan Wheel Corporation of South Carolina South Carolina 100% Titan Wheel Corporation of Virginia Virginia 100% Titan Investment Corporation Illinois 100% Titan Tire Corporation Illinois 100% Titan Tire Corporation of Bryan Ohio 100% Titan Tire Corporation of Freeport Illinois 100% Titan Tire Corporation of Natchez Mississippi 100% Titan Tire Corporation of Texas Texas 100% Titan Distribution, Inc. Illinois 100% Dyneer Corporation Delaware 100% Dico, Inc. Delaware 100% Automotive Wheels, Inc. California 100% Nieman's, Ltd. Iowa 100%