EXHIBIT 5.4
[FROST BROWN TODD LLC LETTERHEAD]
Mark I Molded Plastics of Tennessee, Inc.
c/o Dura Automotive Systems, Inc.
2791 Research Drive
Rochester Hills, Michigan 48309
RE: REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special Tennessee
counsel to Mark I Molded Plastics of Tennessee, Inc., a Tennessee corporation
(the "Guarantor"), in connection with the proposed guarantee of the Guarantor,
along with the other guarantors under the Indenture (as defined below), of
$50,000,000 in aggregate principal amount of 8?% Senior Notes, due 2012, Series
B (the "Exchange Notes"). The Exchange Notes are to be issued by Dura Operating
Corp., a Delaware corporation (the "Issuer"), in connection with an exchange
offer to be made pursuant to a Registration Statement on Form S-4 (such
Registration Statement, as supplemented or amended, is hereinafter referred to
as the "Registration Statement"), filed with the Securities and Exchange
Commission (the "Commission") on January 20, 2004, under the Securities Act of
1933, as amended (the "Securities Act"). The obligations of the Issuer under the
Exchange Notes are to be guaranteed by the Guarantor (individually, a
"Guarantee" and collectively, the "Guarantees"), along with other guarantors
pursuant to the Indenture (defined below). The Exchange Notes and the Guarantees
are to be issued pursuant to the Indenture, dated as of April 18, 2002, among
the Issuer, the Guarantors, certain other parties, and BNY Midwest Trust
Company, as amended by that certain Supplemental Indenture, dated as of October
31, 2003, among the Issuer, the Guarantors, certain other parties, and BNY
Midwest Trust Company (the "Indenture").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the following documents, corporate
records and other instruments: (i) the Charter, as amended, of the Guarantor,
(ii) the by-laws of the Guarantor, (iii) Certificate of Existence certified on
January 15, 2004 by the Secretary of State of the State of Tennessee with
respect to the Guarantor, (iv) unanimous written consent of the board of
directors of the Guarantor with respect to the Indenture and the issuance of its
Guarantee as set forth in the Indenture, (v) the Registration Statement and (vi)
the Indenture.
Mark I Molded Plastics of Tennessee, Inc.
January 20, 2004
Page 2
We have also examined such other records, documents, certificates and
instruments, and have made such other investigations as in our judgment are
necessary to enable us to render the opinions expressed below.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Guarantor, and the due authorization, execution
and delivery of all documents by the parties thereto other than the Guarantor.
As to any facts material to the opinions expressed herein that we have not
independently established or verified, we have relied upon one or more
certificates of the Guarantor's officers and other statements and
representations of officers and other representatives of the Guarantor and
others.
Based upon and subject to the foregoing assumptions, qualifications and
limitations and the further limitations set forth below, we are of the opinion
that:
1. The Guarantor is a corporation validly existing and in good
standing under the laws of the State of Tennessee.
2. The Indenture has been duly authorized, executed and delivered by
the Guarantor by all necessary corporate action.
3. When (i) the Registration Statement has been declared effective,
(ii) the Indenture has been duly qualified under the Trust
Indenture Act of 1939, as amended, and (iii) the Exchange Notes
have been duly executed and authenticated in accordance with the
Indenture and duly delivered to the holders thereof in exchange for
Old Notes, the Guarantee of the Exchange Notes will have been duly
authorized, executed and delivered by the Guarantor by all
necessary corporate action.
4. The execution and delivery of the Indenture by the Guarantor and
the performance by the Guarantor of its obligations thereunder
(including with respect to its Guarantee) do not and will not
conflict with or constitute or result in a breach or default under
(or an event which with notice or the passage of time or both would
constitute a default under) or result in the creation of a lien or
encumbrance under or violation of any of, (i) the charter, bylaws
or other organizational documents of the Guarantor or (ii) any
statute or governmental rule or regulation of the State of
Tennessee or any political subdivision thereof.
5. No consent, waiver, approval, authorization or order of any State
of Tennessee court or governmental authority of the State of
Tennessee or any political subdivision thereof is required for the
issuance by the Guarantor of its Guarantee, except such as may be
required under the Securities Act or the Securities Exchange Act of
1934, as amended.
The foregoing opinions are subject to the following qualifications:
Mark I Molded Plastics of Tennessee, Inc.
January 20, 2004
Page 3
Our opinion as to the valid existence of the Guarantor is based solely
on the Certificate of Existence issued by the Secretary of State of Tennessee
with respect to the Guarantor, without any further independent investigation
with respect thereto.
We are members of the Bar of the State of Tennessee and do not hold
ourselves out as experts on, or as generally familiar with, or qualified to
express opinions under, laws other than the laws of the State of Tennessee and
the United States, and the opinion given hereunder is limited thereto.
We are special Tennessee counsel for the Guarantor and have not
represented the Guarantor except in connection with rendering the opinions in
this opinion letter, and our knowledge concerning the Guarantor has been
obtained solely in connection therewith. We have not negotiated or prepared any
of the Indenture or the Guarantee. The terms "knowledge", "known to us", "of
which we have knowledge" or similar language, whenever used in this opinion
letter with respect to our firm, means that nothing has come to the attention of
the lawyers in our firm who have had actual involvement in preparing these
opinions indicating the contrary, and shall not imply that we have made any
independent verification with respect to such matters. We have not interviewed
the Guarantors officers with respect to the representations and warranties of
the Guarantor contained in any of the documents described above, and having no
actual knowledge or reason to believe that such statements or disclosures are
inaccurate, misleading or false, we have assumed the correctness and accuracy of
such representation and warranties.
We have expressed no opinions with respect to any of the following
legal issues unless we have explicitly addressed the specific legal issue in the
applicable opinion: (a) Federal Reserve Board margin regulations; (b) pension
and employee benefit laws and regulations (e.g. ERISA); (c) Federal and state
antitrust and unfair competition laws and regulations; (d) Federal and state
laws and regulations concerning filing and notice requirements (such as the
Hart-Scott-Rodino Antitrust Improvements Act of 1986, as amended, and the
Exon-Florio Act, as amended); (d) compliance with fiduciary duty requirements,
(e) the statutes and ordinances, the administrative decisions, and the rules and
regulations of counties, towns, municipalities, and special political
subdivisions (whether created or enabled through legislative action at the
Federal, state or regional level), and judicial decisions to the extent that
they deal with any of the foregoing; (f) fraudulent transfer and fraudulent
conveyance laws; (g) Federal and state environmental, land use and subdivision,
tax, racketeering, health and safety laws and regulations; (h) Federal patent,
copyright and trademark, state trademark, and other Federal and state
intellectual property laws and regulations; (i) Federal and state health and
safety laws and regulations (e.g. OSHA); (j) Federal and state labor laws and
regulations; (k) Federal and state laws, regulations and policies concerning (i)
national and local emergency, (ii) possible judicial deference to acts of
sovereign states, and (iii) criminal and civil forfeiture laws; (l) other
Federal and state statutes of general application to the extent they provide for
criminal prosecution (e.g. mail fraud and wire fraud statutes); (m) any laws,
regulations, directives and executive orders that prohibit or limit the
enforceability of obligations based on attributes of the party seeking
enforcement (e.g., the Trading with the Enemy Act and the International
Emergency Economic
Mark I Molded Plastics of Tennessee, Inc.
January 20, 2004
Page 4
Powers Act); (n) the effect of any law, regulation or order
which hereafter becomes effective; (o) the Anti-Terrorism Order, as amended, all
rules and regulations promulgated thereunder and all federal, state and local
laws, statutes, ordinances, orders, governmental rules, regulations, licensing
requirements and policies relating to the Anti-Terrorism Order (including
without limitation the Executive order of September 23, 2001 Blocking Property
and Prohibiting Transactions with Persons Who Commit and Threaten to Commit or
Support Terrorism) and the ownership and operation of, or otherwise regulation
of, companies which conduct, operate or otherwise pursue the business or
businesses now and in the future conducted, operated or otherwise pursued by any
of the Transaction Parties including, without limitation, the importation,
transportation, manufacturing, dealing, purchase, use or storage of explosive
materials; (p) the USA Patriot Act of 2001 and the rules, regulations and
policies promulgated thereunder and any foreign assets control regulations of
the United States Treasury Department or any enabling legislation or orders
relating thereto; (q) Federal securities laws and regulations (including the
Investment Company Act of 1940 and all other laws and regulations administered
by the United States Securities and Exchange Commission, the "Blue Sky" laws and
regulations of Tennessee and other laws and regulations relating to commodity
(and other) futures and indices and other similar instruments; and (r) any law
except the laws of the State of Tennessee and the Tennessee case law decided
thereunder.
We have not undertaken any research for purposes of determining whether
any of the Guarantors or any of the transactions which may occur in connection
with the Indenture or any of the other documents executed in connection
therewith are subject to any law or other governmental requirement other than to
those laws and requirements which in our experience would generally be
recognized as applicable in the absence of research by lawyers in the State of
Tennessee, and none of our opinions cover any such law or other requirement
unless (i) we have knowledge of its applicability at the time our letter was
delivered on the date it bears and (ii) it is not excluded from coverage by
other provisions in this opinion letter.
The opinion is limited to the matters expressly stated herein and no
other opinions are implied by, or are to be inferred from, this opinion letter.
This opinion is furnished to you in connection with the filing of the
Registration Statement and without our specific written consent, this opinion
may not be relied upon in any manner by any person, firm or entity other than
you and your counsel, except that Kirkland & Ellis LLP may rely upon this
opinion to the same extent as if it were an addressee hereof. The information
set forth herein is as of the date of this opinion, and we assume no obligation
to advise you or your counsel of any changes, whether or not deemed material, of
which we may subsequently learn.
Mark I Molded Plastics of Tennessee, Inc.
January 20, 2004
Page
We hereby consent to the filing of this opinion letter with the
Commission as Exhibit 5.4 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 Act or the
rules and regulations of the Commission.
Very truly yours,
FROST BROWN TODD LLC
By /s/ William C. Gullett
---------------------------
William C. Gullett, Member