Exhibit 5.2
December 21, 2011
Nortek, Inc.
50 Kennedy Plaza
Providence, Rhode Island 02903-2360
Ladies and Gentlemen:
We have acted as special counsel in the State of Connecticut to
Magenta Research LTD, a Connecticut
corporation (Magenta), in connection with (i) the proposed issuance by Nortek, Inc., a Delaware
corporation (the Company), in the exchange offer
(the Exchange Offer) of $500,000,000 aggregate
principal amount of 8.5% Senior Notes due 2021 (the Exchange
Notes), which are to be registered
under the Securities Act of 1933, as amended (the Securities
Act), in exchange for a like
principal amount of the Companys outstanding 8.5% Senior Notes
due 2021 (the Outstanding Notes),
which have not been, and will not be, so registered, (ii) the guarantee of the Exchange Notes (the
Exchange Guarantee) by Magenta and certain other guarantors pursuant to Article X of the
Indenture (as defined below) which will be evidenced by a Notation of Guarantee attached to the
Exchange Notes and (iii) the Registration Statement on Form S-4
(File No. 333- ), including all
exhibits thereto, to be filed by the Company, Magenta and certain other guarantors (collectively,
the Guarantors) with the Securities and Exchange
Commission (the SEC) on December 22, 2011 (the
Registration Statement) for the purpose of registering the Exchange Notes and the Exchange
Guarantee and certain other guarantees of the Exchange Notes under the Securities Act.
The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture,
dated as of April 26, 2011, between the Company, the Guarantors and U.S. Bank National
Association, as trustee (the Indenture). The terms of the Exchange Guarantee are contained in the
Indenture. Capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Indenture.
In connection herewith, we have examined execution or final forms of the following documents:
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the Registration Statement; and |
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the Indenture. |
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December 21, 2011
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We also have examined:
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(a) |
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a corporate certificate of existence of Magenta dated
December 1, 2011 and issued by the Office
of the Secretary of the State of Connecticut (the Good
Standing Certificate) and a copy of the
Certificate of Incorporation of Magenta and the Certificate of Amendment to the Certificate of
Incorporation of Magenta, as certified by the Office of the Secretary of the State of Connecticut
on April 6, 2011 (collectively the Certified Articles
of Incorporation); and |
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(b) |
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an Omnibus Certificate of Secretary of Subsidiaries of Nortek,
Inc. executed by the Secretary of Magenta dated as of
April 26, 2011 which certifies Magentas Certificate of Incorporation, by-laws,
authorizing resolutions and the incumbency of the directors and officers of Magenta and includes
specimen signatures of those officers who shall be executing any Transaction Documents to which
Magenta is a party (the Secretarys Certificate). |
The documents listed as Items (l) and (2) above
are collectively referred to herein as the
Transaction Documents. We have not been involved in the negotiation, preparation or execution of
the Transaction Documents or any of the related agreements executed or delivered in connection
therewith. We have been retained by Magenta solely for the purpose of rendering certain opinions
set forth herein pursuant to Connecticut law. This letter addresses only those matters as to which
the addressee may have requested information, and we disclaim any obligation to provide information
on any other matter. This letter speaks only as of the date hereof, and we expressly disclaim any
obligation to update or supplement this letter.
We have
assumed the validity, binding effect and enforceability of the Transaction Documents as
regards Magenta and all the other parties thereto, and we express no opinion whatsoever (by
implication or otherwise) with respect to the validity or enforceability of such documents against
Magenta or any other person or entity or as to the accuracy or completeness of any of the
representations or warranties or any other matters set forth therein or the schedules thereto. We
have not reviewed any document other than the Transaction Documents, including without limitation,
any document which is referred to in or incorporated by reference into any of the Transaction
Documents. We have assumed that there exists no provision in any document that we have not reviewed
that bears upon or is inconsistent with the opinions stated herein. We have assumed the accuracy of
all factual statements, representations and warranties made in the Transaction Documents and the
schedules thereto. We have conducted no independent factual investigation of our own but rather
have relied solely upon the foregoing documents, the statements and information set forth therein
and the additional matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.
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December 21, 2011
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In our examination of the documents listed above, we have assumed the genuineness of all
signatures, the legal competence and capacity of natural persons, the authenticity of documents
submitted to us as originals or finals and the conformity with authentic original documents of all
documents submitted to us as copies.
We have also assumed that, other than with respect to Magenta, all of the documents referred to in
this opinion letter have been duly authorized by, have been duly executed and delivered by, and
constitute the valid, binding and enforceable obligations of all of the parties to such documents,
all of the signatories to such documents have been duly authorized and all such parties are duly
organized and validly existing and have the power and authority (corporate or other) to execute,
deliver and perform such documents. We have assumed the completeness and accuracy of all matters
and information certified in the Secretarys Certificate (and that all resolutions or minutes of
proceeding of the board of directors of Magenta remain in full force and effect and have not been
modified or revoked by any subsequent actions). We have assumed that there are no agreements or
instruments (other than the Certified Articles of Incorporation
and agreements or instruments attached to the Secretarys Certificate) that impose separate or
additional requirements for Magentas authorization of the Exchange Guarantee. With respect to
Magenta, we have assumed that the Transaction Documents have been duly executed and delivered on
behalf of Magenta and attached to the Exchange Notes in accordance with the provisions of the
Indenture.
Based upon the foregoing and in reliance thereon, and subject to the assumptions. comments,
qualifications, limitations and exceptions set forth herein, we are of the opinion that:
1. Based
solely on the Certified Articles of Incorporation and the Good Standing Certificate,
Magenta is duly incorporated as a corporation under the laws of the State of Connecticut and
therefore possesses the corporate power to perform its obligations under the Exchange Guarantee.
2. The execution and delivery by Magenta of the Exchange Guarantee and the consummation by Magenta
of its obligations thereunder are within Magentas corporate power under Connecticut law and have
been duly authorized by all necessary corporate action on the part of Magenta.
In addition to the assumptions, comments, qualifications, limitations and exceptions set forth
above, the opinions set forth herein are further limited by, subject to and based upon the
following assumptions, comments, qualifications, limitations and exceptions:
(a) Wherever
this opinion letter refers to matters known to us, or to our knowledge, or words
of similar import, such reference means that, during the course of our
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December 21, 2011
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representation of Magenta with respect to the Transaction Documents or this opinion letter, we have
requested information of Magenta concerning the matter referred to and no information has come to
the attention of (either as a result of such request for information or otherwise) any attorneys
currently employed by Cohn Birnbaum & Shea P.C. devoting substantive attention or a material
amount of time thereto, which has given us actual knowledge of the existence (or absence) of facts
to the contrary. Except as otherwise stated herein, we have undertaken no independent investigation
or verification of such matters, and no inference should be drawn to the contrary from the fact of
our representation of Magenta.
(b) Our opinions herein reflect only the application of applicable Connecticut law (excluding the
securities and blue sky laws of Connecticut). The opinions set forth herein are made as of the date
hereof and are subject to, and may be limited by, future changes in the factual matters set forth
herein, and we undertake no duty to advise you of the same. The opinions set forth herein are
subject to the affect of applicable bankruptcy, insolvency, moratorium and laws affecting
creditors rights generally. The opinions expressed herein are based upon the law in effect (and
published or otherwise generally available) on the date hereof, and we assume no obligation to
revise or supplement these opinions should such law be changed by legislative action, judicial
decision or otherwise. In rendering our opinions, we have not considered, and hereby disclaim any
opinion as to, the application or impact of any laws, cases, decisions, rules or regulations of any
other jurisdiction, court or administrative agency.
(c) We express no opinion as to:
(i) whether
Magenta may guarantee or otherwise be liable for, or pledge its assets to secure,
indebtedness incurred by the Company, except to the extent that Magenta may be determined to have
benefited from the incurrence of the indebtedness by the Company or whether such benefit may be
measured other than by the extent to which the proceeds of the indebtedness incurred by the Company
are, directly or indirectly, made available to Magenta for its corporate purposes;
(ii) the authorizations, approvals or consents as may be necessary under Connecticut securities or
blue sky laws in connection with the transactions contemplated by the Transaction Documents;
(iii) the validity or effect of any provision in any Transaction Document regarding choice of law,
submission to jurisdiction or venue or consent to service of process or any conflict of laws rules
which any court sitting in the State of Connecticut may apply; or
(iv) the validity or priority of any security interests created pursuant to any of the Transaction
Documents.
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(d) In making any opinion as to the existence, validity or enforceability of any governmental
certificate, permit or approval issued by any governmental authority, we have assumed that any such
authority had the jurisdiction to issue the applicable certificate, permit or approval, and that
individuals purporting to act on behalf of such authority or entity have been duly appointed,
elected and/or authorized to act.
This opinion letter is limited solely to the laws of the State of Connecticut, and we express no
opinion concerning any other law or any other jurisdiction, whether or not applicable to Magenta or
any Transaction Document to which Magenta is a party. This opinion letter is being delivered by us
solely for your benefit and the benefit of all Holders of Registrable Notes participating in the
Exchange Offer. We do not render any opinions except as set forth 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 general counsel, Ropes & Gray LLP) or for any other
purpose without our prior written consent in each instance. We consent to the filing of this
opinion with the Registration Statement and the inclusion of our name under Legal Matters in a
prospectus contained therein.
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Very truly yours,
COHN BIRNBAUM & SHEA, P.C.
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By
/s/ STACI H. BACHMAN
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Staci H. Bachman |
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Vice President |
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