Exhibit 5.6
December 7, 2011
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903-2360
Ladies and Gentlemen:
We have acted as special Oklahoma counsel to Governair LLC and Temtrol, LLC (the “Oklahoma
Guarantors”) in connection with the Registration Statement on Form S-4 (the “Registration
Statement”) filed on the date of this letter by Nortek, Inc. (“Nortek”) and the guarantors listed
therein, including the Oklahoma Guarantors, with the Securities and Exchange Commission in
connection with (i) the issuance by Nortek in an exchange offer of $250,000,000 aggregate principal
amount 10% Senior Notes due 2018 (the “Exchange Notes”), in exchange for a like principal amount of
Nortek’s outstanding 10% Senior Secured Notes due 2018 and (ii) the guarantees of the Exchange
Notes by the Oklahoma Guarantors (the “Exchange Guarantees”).
Documents Reviewed
We have reviewed the following documents (all of which are dated as of the date of this
opinion letter unless otherwise noted):
| |
(i) |
|
Indenture between Nortek, Inc. and U.S. Bank National
Association, as Trustee, dated as of November 23, 2011; |
| |
| |
(ii) |
|
Articles of Organization of Governair LLC as certified by the
Oklahoma Secretary of State on December 6, 2011; |
| |
| |
(iii) |
|
Operating Agreement of Governair LLC as certified by the
Secretary of Governair LLC as of November 23, 2011; |
| |
| |
(iv) |
|
Omnibus Member Consent of the member of Governair LLC dated
November 23, 2010; |
| |
| |
(v) |
|
Good Standing Certificate of Governair LLC issued by the
Oklahoma Secretary of State on December 6, 2011; |
| |
| |
(vi) |
|
Articles of Organization of Temtrol, LLC as certified by the
Oklahoma Secretary of State on December 6, 2011; |
| |
(vii) |
|
Operating Agreement of Temtrol, LLC as certified by the
Secretary of Temtrol, LLC as of November 23, 2011; |
| |
| |
(viii) |
|
Omnibus Member Consent of the member of Temtrol, LLC dated November 23, 2010;
and |
| |
| |
(ix) |
|
Good Standing Certificate of Temtrol, LLC issued by the
Oklahoma Secretary of State on December 6, 2011. |
Opinions
Based upon the foregoing, it is our opinion that:
1. Each of the Oklahoma Guarantors exists as a limited liability company in good standing in
Oklahoma.
2. Each of the Oklahoma Guarantors has the requisite company power and authority to execute,
deliver, and perform its obligations under the Indenture and Exchange Guarantees.
3. The execution, delivery, and performance of the Indenture and Exchange Guarantees have been
duly and validly authorized by each of the Oklahoma Guarantors.
4. The execution, delivery, and performance of the Indenture and Exchange Guarantees by each
Oklahoma Guarantor will not violate (i) the Articles of Organization or Operating Agreement of the
Oklahoma Guarantor or (ii) any Oklahoma law, statute, rule, or regulation of general application.
Qualifications, Limitations, Assumptions, and Exceptions
The opinions in this letter are subject to the following qualifications, limitations,
assumptions, and exceptions:
(a) The opinion in 1 above is based solely on our review of the documents described in (ii),
(v), (vi), and (ix) above.
(b) We have not made any investigation of factual matters or the accuracy or completeness of
any representation, warranty, any other information, whether written or oral, that may have been
made by or on behalf of the parties to any of the documents described in this letter or otherwise,
and we have assumed that none of such information, if any, contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements made, in light of
the circumstances in which they are made, not misleading.
(c) 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 all documents submitted to us as copies, and the authenticity of the originals of such
copies.
2
(d) The opinions expressed in this letter are limited to the matters stated in this letter,
and no other opinions should be inferred beyond the opinions expressly stated.
(e) This opinion is based only on the laws of the State of Oklahoma. We express no opinion
about the laws of any other state or jurisdiction.
(f) We have not been involved in the preparation of the Registration Statement, nor were we
involved in the negotiation, preparation, or execution of the Indenture, the Exchange Guarantees or
any of the related agreements executed or delivered in connection therewith. We have been retained
solely for the purpose of rendering certain opinions under to Oklahoma law.
The qualifications, limitations, assumptions, and exceptions in this letter are material to
the opinions expressed in this letter, and the inaccuracy of any assumptions could render these
opinions inaccurate.
This opinion letter is provided as a legal opinion only, effective as of the date of this
letter, and not as representations of fact. We do not render any opinions except as stated above.
By your acceptance of this opinion letter, you agree that it may not be relied upon, circulated,
quoted, or otherwise referred to by any other person (other than you and your counsel, Ropes & Gray
LLP) for any other purpose without our prior written consent in each instance. We consent to the
filing of this opinion with the Securities and Exchange Commission as an exhibit to the
Registration Statement and further consent to the filing of this opinion as an exhibit to the
applications to securities commissioners for the various states of the United States for
registration of the Exchange Notes and the Exchange Guarantees. We also consent to the reference
to our firm under the caption “Legal Matters” in a prospectus contained in the Registration
Statement. In giving this consent, we do not admit that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the
Securities and Exchange Commission.
Very truly yours,
/s/
MCAFEE & TAFT A PROFESSIONAL CORPORATION
3
