EX-5.1 3 l21509aexv5w1.htm EX-5.1 EX-5.1
 

Exhibit 5.1
[LETTERHEAD OF BLANK ROME LLP]
     
Phone:
  215-569-5500
Fax:
  215-569-5555
Email:
  www.blankrome.com
November 8, 2006
General Cable Corporation
Diversified Contractors, Inc.
Genca Corporation
General Cable Industries, Inc.
General Cable Industries LLC
General Cable Management LLC
General Cable Overseas Holdings, Inc.
General Cable Technologies Corporation
General Cable Texas Operations L.P.
GK Technologies, Incorporated
Marathon Manufacturing Holdings, Inc.
Marathon Steel Company
MLTC Company
Ladies and Gentlemen:
     We have acted as special counsel to General Cable Corporation, a Delaware corporation (the “Company”), Diversified Contractors, Inc., a Delaware corporation, Genca Corporation, a Delaware corporation, General Cable Industries, Inc., a Delaware corporation, General Cable Industries LLC, a Delaware limited liability company, General Cable Management LLC, a Delaware limited liability company, General Cable Overseas Holdings, Inc., a Delaware corporation, General Cable Technologies Corporation, a Delaware corporation, General Cable Texas Operations L.P., a Delaware limited partnership, GK Technologies, Incorporated, a New Jersey corporation, Marathon Manufacturing Holdings, Inc., a Delaware corporation, Marathon Steel Company, an Arizona corporation, and MLTC Company, a Delaware corporation (collectively, the “Guarantors”), in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, of a Registration Statement on Form S-3, relating to the offer and sale from time to time by the Company of unsecured senior convertible notes (the “Notes”) and the underlying common stock of the Company, par value $.01 per share (the “Common Stock”), issuable upon conversion of the Notes, and by the Guarantors of the related joint and several guarantees on an unsecured senior basis of the Notes (the “Guarantees”, and together with the Notes and Common Stock, the

 


 

November 8, 2006
Page 2
“Securities”). The Notes and Guarantees will be issued under an indenture in the form filed as Exhibit 4.7 to the Registration Statement, with appropriate insertions, proposed to be entered into by the Company, the Guarantors and U. S. Bank National Association, as Trustee (the “Indenture”). Capitalized terms defined in the Registration Statement and not otherwise defined herein are used herein as so defined.
     Certain terms of the Securities to be issued by the Company and the Guarantors will be approved by the Board of Directors or equivalent bodies of the Company or the Guarantors or a committee or member thereof or certain authorized officers of the Company or the Guarantors, as applicable, as part of the corporate action taken and to be taken (the “Corporate Proceedings”) in connection with the issuance of Securities. We have examined originals or copies, certified or otherwise identified to our satisfaction, of the Indenture, the form of the Note attached as an exhibit to the Indenture and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors, and have made such inquiries of such officers and representatives as we have deemed relevant and necessary as the basis for the opinions hereinafter set forth.
     In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon representations, certificates or comparable documents of officers and representatives of the Company and the Guarantors.
     Based on the foregoing, and subject to the qualifications stated in this letter, we are of the opinion that following the completion of all Corporate Proceedings and the payment to the Company of full consideration for the Notes as described in the Registration Statement, and assuming that (a) the Indenture has been duly authorized, executed and delivered by the Trustee and duly executed and delivered by the Company and the Guarantors and (b) the Indenture will be a legal, valid and obligation of the Trustee, enforceable against the Trustee in accordance with its terms, when the Notes issuable under the Indenture have been duly executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture (i) the Notes will constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms, (ii) the Guarantees will constitute the legal, valid and binding obligations of the Guarantors, enforceable against them in accordance with their terms, and (iii) (x) following the completion of the execution, issuance and delivery of the Common Stock upon the conversion of the Notes in accordance with the terms of the Indenture and the Notes and (y) assuming the Registration Statement remains effective at the time of issuance, the Common Stock will be validly issued, fully paid and non-assessable.

 


 

November 8, 2006
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     In addition, we have advised you in connection with the material U.S. Federal income tax considerations described in the Registration Statement. The following opinion represents and is based upon our best judgment regarding the application of U.S. Federal income tax laws arising under the Internal Revenue Code of 1986, as amended, the final, temporary and proposed Treasury Regulations promulgated thereunder, and administrative pronouncements and rulings and judicial decisions, as they currently exist as of the date of this letter. Our opinion is not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service will not assert a contrary position and that a court will not reach a different conclusion. Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the accuracy of the conclusions stated herein. Nevertheless, we undertake no responsibility to advise you of any new developments in the application or interpretation of the U.S. Federal income tax laws. If the transactions described in the Registration Statement are consummated in a manner that is inconsistent with the manner in which it is described in the Registration Statement, our opinion may be adversely affected and may not be relied upon. The following opinion addresses only the matters set forth herein and does not address any other U.S. Federal, state, local or foreign tax consequences that may result from the transactions described in the Registration Statement.
     Based upon all of the foregoing, and subject to the qualifications stated in this letter, we confirm that the statements of law and legal conclusions contained in the Registration Statement under the caption “Material U.S. Federal Income Tax Considerations” constitute our opinion.
     The opinions expressed in this letter are subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including without limitation concepts of materiality and principles of reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
     In addition, the opinions expressed in this letter are limited to the corporate law of the State of Delaware, the laws of the State of New York and the U.S. Federal income tax laws, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

 


 

November 8, 2006
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     We hereby consent to the filing of this letter as an exhibit to the Registration Statement and the reference to this firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement without implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Securities and Exchange Commission.
         
 
  Very truly yours,    
 
       
 
  /s/ Blank Rome LLP    
 
       
 
  Blank Rome LLP