Exhibit 5.1
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ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM |
December 21, 2011
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903-2360
Ladies and Gentlemen:
We have acted as counsel to Nortek, Inc., a Delaware corporation (the Issuer),
in connection with the Registration Statement on Form S-4 (File No. 333-______) (the
Registration Statement) to be filed on
December 22, 2011 by the Issuer and the Additional
Registrant Guarantors listed on Schedule 1 hereof (collectively, the Covered
Guarantors) and on Schedule 2 hereof (collectively, the Other Guarantors and
together with the Covered Guarantors, the Guarantors) with the Securities and Exchange
Commission (the Commission) under the Securities Act of 1933, as amended (the
Securities Act). The Registration Statement includes a prospectus (the
Prospectus) which provides for the issuance by the Issuer in an exchange offer (the
Exchange Offer) of $500,000,000 aggregate
principal amount of 8.5% Senior Notes due 2021
(the Exchange Notes). The Exchange Notes will be offered by the Issuer in exchange for a
like principal amount of the Issuers outstanding 8.5% Senior
Notes due 2021 (the Original
Notes). The Exchange Notes are to be issued pursuant to an
Indenture, dated as of April 26, 2011 (as amended, supplemented or modified through the date hereof, the Indenture),
by and among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the
Trustee). Payment of the Exchange Notes will be guaranteed by the Guarantors pursuant to
Article X of the Indenture and evidenced by a Notation of Guarantee attached to the Exchange Notes
(the Guarantees).
In connection with this opinion, we have examined the Registration Statement and the
Indenture, which has been filed with the Commission as an exhibit to the Registration Statement.
We have also examined such certificates, documents and records and have made such investigation of
fact and such examination of law as we have deemed appropriate in order to enable us to render the
opinions set forth herein. In conducting our investigation, we have relied, without independent
verification, on the accuracy of certificates of public officials, officers and representatives of
the Issuer, the Guarantors and other appropriate persons.
In rendering the opinions set forth below, we have assumed that the Indenture is the valid and
binding obligation of the Trustee. We have assumed further that each of the Other Guarantors (a)
is validly existing and in good standing under the laws of its jurisdiction of organization, (b)
has the power and authority to execute and deliver the Indenture and the
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Nortek, Inc.
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December 21, 2011 |
Guarantees and to perform
its obligations thereunder, (c) has duly authorized, executed and delivered the Indenture and the
Guarantees and (d) that the execution and delivery of the Indenture and the Guarantees does not
violate any law of its jurisdiction of organization or any other applicable laws (other than the
Covered Laws (defined below)).
The opinions expressed herein are limited to matters governed by the laws of the State of New
York, the General Corporation Law of the State of Delaware, the Limited Liability Company Act of
the State of Delaware, the Delaware Revised Uniform Limited Partnership Act, the California
Corporation Law, the California Limited Liability Law and the federal laws of the United States of
America (collectively, the Covered Laws).
Based upon the foregoing and subject to the additional qualifications set forth below, we are of
the opinion that, when (i) the Guarantees have been duly executed, delivered and attached to the
Exchange Notes in accordance with the provisions of the Indenture and (ii) the Exchange Notes have
been duly executed and authenticated in accordance with the provisions of the Indenture and have
been delivered against receipt of the Original Notes surrendered in exchange therefor upon
completion of the Exchange Offer, (a) the Exchange Notes will constitute valid and binding
obligations of the Issuer, enforceable against the Issuer in accordance with their terms and (b)
the Guarantee by each Guarantor will constitute a valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with its terms.
Our opinions set forth above are subject to (a) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other laws of general application affecting the rights and
remedies of creditors and secured parties and (b) general principles of equity.
We express no opinion with respect to (i) the enforceability of the provisions contained in Section
10.06 of the Indenture which purport to limit the obligations of any Guarantor thereunder or the
effect of the unenforceability of such provisions on the enforceability of the Guarantees, or (ii)
liquidated damages, prepayment premiums, waivers of rights to damages, offsets or defenses.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and the use of our name under the caption Legal Matters in the Prospectus. By giving the
foregoing consent, we do not admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act.
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Very truly yours,
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/s/
Ropes & Gray LLP
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Ropes & Gray LLP |
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- 2 -
Schedule 1
Covered Guarantors
A. |
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Delaware Corporate Guarantors |
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AIGIS MECHTRONICS, INC.
BROAN-MEXICO HOLDINGS, INC.
CES INTERNATIONAL LTD.
HUNTAIR, INC.
HUNTAIR MIDDLE EAST HOLDINGS, INC.
MAMMOTH, INC.
NILES AUDIO CORPORATION
NORDYNE INTERNATIONAL, INC.
NORTEK INTERNATIONAL, INC.
RANGAIRE GP, INC.
GANGIARE LP, INC. |
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B. |
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Delaware Limited Liability Company Guarantors |
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BROAN-NUTONE LLC
CES GROUP, LLC
CLPK, LLC
NORDYNE LLC
NUTONE LLC
SPEAKERCRAFT, LLC.
THE AVC GROUP, LLC |
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C. |
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Delaware Limited Partnership Guarantor |
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BROAN-NUTONE STORAGE SOLUTIONS LP |
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D. |
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California Corporate Guarantors |
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PACIFIC ZEPHYR RANGE HOOD INC.
SECURE WIRELESS, INC. |
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E. |
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California Limited Liability Company Guarantors |
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GEFEN, LLC
LINEAR LLC
PANAMAX LLC
XANTECH LLC
ZEPHYR VENTILATION, LLC |
Schedule 2
Other Guarantors
BARCOM ASIA HOLDINGS, LLC
BARCOM CHINA HOLDINGS, LLC
ELAN HOME SYSTEMS, L.L.C.
ERGOTRON, INC.
GATES THAT OPEN, LLC
GOVERNAIR LLC
LITE TOUCH, INC.
MAGENTA RESEARCH LTD.
OMNIMOUNT SYSTEMS, INC.
OPERATOR SPECIALTY COMPANY, INC.
TEMTROL, LLC
TV ONE BROADCAST SALES CORPORATION