EX-5.2 4 k49669exv5w2.htm EX-5.2 exv5w2


EXHIBIT 5.2
November 2, 2010
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 7.875% Senior Secured Notes due 2017 to be registered under the Act (the “Exchange Notes”), which Exchange 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 7.875% Senior Secured Notes due 2017 (the “Outstanding Notes”), which Outstanding Notes have also been guaranteed by the Guarantors. The Outstanding Notes were issued pursuant to an Indenture, dated October 1, 2010 (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 Exchange Notes have been duly authorized, and when the Exchange Notes have been duly executed, authenticated and delivered in exchange for the Outstanding Notes in accordance with the Indenture and the Exchange Offer, the Exchange 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 Exchange Notes have been duly executed, authenticated and delivered in exchange for the Outstanding Notes in accordance with the Indenture and the Exchange Offer, the provisions of the Indenture applicable to the Guarantors (including the guarantee of the Exchange 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 Exchange Notes 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 LLP
/s/ William M. McCleery, Jr.
William M. McCleery, Jr.

 


 

SCHEDULE I TO OPINION
Guarantors
                 
    Jurisdiction of   Percentage of
Name of Subsidiary   Incorporation   Ownership
Titan Wheel Corporation of Illinois
  Illinois     100 %
Titan Tire Corporation
  Illinois     100 %
Titan Tire Corporation of Bryan
  Ohio     100 %
Titan Tire Corporation of Freeport
  Illinois     100 %