EX-5.5 5 y98607a1exv5w5.txt OPINION OF BAIRD, HOLM, MCEACHEN, PEDERSEN, HAMANN & STRAIHEIM LLP Exhibit 5.5 (BAIRD HOLM LOGO) ATTORNEYS AT LAW JON E. BLUMENTHAL -------------------------------------------------------------------------------- A LIMITED LIABILITY PARTNERSHIP 1500 Woodmen Tower EST. 1873 Omaha, Nebraska 68102.2068 402.344.0500 Deryl F. Hamann www.bairdholm.com Jerrold L. Strasheim Direct Dial: 402.636.8331 Gerald P. Laughlin Direct Fax: 402.344.0588 John S. Zeilinger E-Mail: jblumenthal@bairdholm.com Gary W. Radil Also admitted in Iowa Kent O. Littlejohn Michael G. Lessmann Alex M. Clarke Charles J. Addy Paul Scott Dye Richard J. Pedersen Thomas E. Johnson August 20, 2004 Michael L. Sullivan David M. Pedersen William G. Dittrick Neenah Foundry Company Kirk S. Blecha 2121 Brooks Avenue Ronald C. Jensen P.O. Box 729 John R. Holdenried Neenah, Wisconsin 54957 John P. Heil Steven C. Turner Re: Registration Statement on Form S-1 Sharon R. Kresha James E. O'Connor Ladies and Gentlemen: Jonathan R. Breuning Gary N. Clatterbuck We are issuing this opinion letter in our Richard E. Putnam capacity as special legal counsel to Deeter Foundry, Dennis J. Fogland Inc. (the "Nebraska Guarantor"), in connection with T. Randall Wright the proposed registration by the Nebraska Guarantor Mary L. Swick of its respective guarantees (the "Nebraska Thomas O. Ashby Guarantee") of those certain 13% Senior Subordinated R.J. Stevenson Notes due 2013 issued by Neenah Foundry Co. in the Jill R. Ackerman aggregate principal amount of $100,000,000 (the Barbara E. Person "Notes") pursuant to a Registration Statement on Form Lawrence E. Kritenbrink S-1 filed with the Securities and Exchange Commission Terrence P. Maher (the "Commission") under the Securities Act of 1933, Steven D. Davidson as amended (the "Securities Act"). Such Registration Frank J. Reida Statement, as amended or supplemented, is hereinafter Kelly R. Dahl referred to as the "Registration Statement." David J. Kramer Christopher R. Hedican In that connection, we have examined originals, Scott S. Moore or copies certified or otherwise identified to our Douglas D. Murray satisfaction, of the following documents, corporate Julie A. Knutson records and other instruments as we have deemed T. Parker Schenken necessary for the purposes of this opinion: (i) the Scott P. Moore Articles of Incorporation and Bylaws of the Nebraska Jon E. Blumenthal Guarantor, (ii) minutes and records of the corporate John W.H. McMullen proceedings of the Nebraska Guarantor with respect to Elizabeth Eynon-Kokrda the issuance of the Nebraska Guarantee, (iii) the Vickie J. Brady indenture governing the Notes; (iv) the Registration Heidi A. Guttau-Fox Statement; and (v) the Notes and Nebraska Guarantee. Michael G. Rogers Grayson J. Derrick For purposes of this opinion, we have assumed Drew K. Theophilus (i) the authenticity of all documents submitted to us Jacqueline A. Pueppke as originals; (ii) the conformity to the originals of Gretchen L. Twohig all documents submitted to us as copies and the Stephen Q. Preston authenticity of the originals of all documents Lindsay K. Lundholm submitted to us as copies; (iii) the genuineness of Charles A. Smith the signatures of persons signing all documents in Kenneth W. Hartman connection with which this opinion is rendered, the Ryan E. Scott authority of such persons signing on behalf of the Mark P.A. Hudson parties thereto Of Counsel D. Nick Caporale BAIRD, HOLM, MCEACHEN, PEDERSEN, HAMANN & STRASHEIM LLP Member of Lex Mundi, The World's Leading Association of Independent Law Firms August 20, 2004 Page Two other than the Nebraska Guarantor, and the due authorization, execution and delivery of all documents by the parties thereto other than the Nebraska Guarantor; and (iv) that all parties other than the Nebraska Guarantor had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authentication by all requisite action, corporate or other, to enter into and perform all obligations thereunder and also have assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and, except as set forth in our opinion below, the validity and binding effect thereof on such parties. Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Nebraska Guarantee has been duly authorized, executed and delivered by the Nebraska Guarantor. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to our firm under the heading "Legal Matters" in the Registration Statement. 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 Securities Act of the rules and regulations of the Commission. Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of Nebraska. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion after the date the Registration Statement is declared effective. This opinion is furnished to you in connection with the filing of the Registration Statement and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act. The law firm of Kirkland & Ellis LLP may rely on this opinion. Yours very truly, /s/ Jon E. Blumenthal BAIRD, HOLM, MCEACHEN, PEDERSEN, HAMANN & STRASHEIM LLP BAIRD, HOLM, MCEACHEN, PEDERSEN, HAMANN & STRASHEIM LLP Member of Lex Mundi, The World's Leading Association of Independent Law Firms