Exhibit 5.8
December
21, 2011
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903-2360
Ladies and Gentlemen:
We have acted as special counsel in the Commonwealth of Kentucky (the State) to
Barcom China Holdings, LLC (Barcom China), Barcom Asia Holdings, LLC (Barcom
Asia) and Elan Home Systems, L.L.C. (Elan), each a Kentucky limited liability
company, and TV One Broadcast Sales Corporation, a Kentucky corporation (TV One, and
collectively with Barcom China, Barcom Asia and Elan, the Guarantors)), in connection
with the Registration Statement on Form S-4 (File No. 333-______) (the Registration
Statement) filed on December 22, 2011 hereof by Nortek, Inc., a Delaware corporation (the
Issuer), and the Additional Registrant Guarantors listed therein (including 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, certain subsidiaries of the Issuer (including the
Guarantors) and U.S. Bank National Association, as trustee (the Trustee). Payment of the
Exchange Notes will be guaranteed by the certain subsidiaries of the Issuer, including the
Guarantors, pursuant to Article X of the Indenture and evidenced by a Notation of Guarantee
attached to the Exchange Notes (the Guarantees).
In rendering the opinions set forth below, we have reviewed execution or final forms of the
following documents (collectively, the Documents):
(i) the Indenture; and
(ii) the global notes evidencing the Exchange Notes and the notation of
Nortek, Inc.
December 21, 2011
Page 2
guarantees evidencing the Guarantees.
In rendering the opinions set forth below, we have assumed that the Documents are the valid
and binding obligation of the Issuer and Trustee, as applicable.
In rendering the opinions set forth below, 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. We have further relied, without independent
verification, on copies of the articles of organization and limited liability company operating
agreement of Barcom China, Barcom Asia and Elan and the articles of incorporation and bylaws of TV
One, as certified to us by the Guarantors and attached hereto as Schedule I (collectively,
the Organizational Documents).
We have assumed that the Issuer (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
Documents to which it is a party and to perform its obligations thereunder, (c) has duly
authorized, executed and delivered the Documents to which it is a party and (d) that the execution
and delivery of the Documents to which it is a party does not violate any law of its jurisdiction
of organization or any other applicable laws. We have also assumed that the final forms of the
Documents are in all material respects identical to the drafts last delivered to us. We have
further assumed the genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted to us as copies,
the authenticity of the originals of such latter documents and the legal competence of all
signatories to such documents.
We have assumed that the managers of each of Barcom China and Barcom
Asia are the persons listed on that certain Omnibus Manager consent dated
December 2, 2011 and attached hereto as Schedule II, that
the sole member of Elan is the entity listed on that certain Omnibus
Member Consent dated April 26, 2011 and attached hereto as
Schedule III and that the directors of TV One are the
persons listed on that certain Unanimous Written Consent of the Board
of Directors dated December 2, 2011 and attached hereto as
Schedule IV, and that the person(s) executing the
documents on behalf of each
Guarantor is duly authorized to execute such documents. We have also assumed that (a) Guarantors
will receive sufficient value to support their respective obligations under the Guarantees, and (b)
Guarantors will be financially solvent following execution of the Guarantees.
Based on the foregoing assumptions and subject to the qualifications and exceptions herein
contained, we are of the opinion that:
Nortek, Inc.
December 21, 2011
Page 3
1. Based solely on Certificates of Existence issued by the Secretary of State of Kentucky on
December 6, 2011, each of Barcom China, Barcom Asia and Elan is a Kentucky limited liability
company duly organized and existing under the law of the State and is in good standing as that term
is defined in KRS 14A.1-070(15).
2. Based solely on a Certificate of Existence issued by the Secretary of State of Kentucky on
December 7, 2011, TV One is a Kentucky corporation duly incorporated and existing under the law of
the State and is in good standing as that term is defined in KRS
14A.1-070(15).
3.
Based solely on that
certain Omnibus Manager Consent dated December 2, 2011 and
attached hereto as Schedule II, that certain Omnibus
Member Consent dated April 26, 2011
and attached hereto as Schedule III and that certain Unanimous Written Consent of the Board of Directors dated December 2, 2011 and attached hereto as
Schedule IV, and the Organizational Documents, each Guarantor has the requisite limited liability company or corporate
power and authority, as applicable, to duly authorize and has so authorized the execution and
delivery of the Documents to which it is a party and performance by it of the transaction
contemplated therein.
4. The Guarantors have duly executed the Indenture.
5. To our knowledge, neither the execution, delivery or performance by each Guarantor of the
Documents to which it is a party, nor compliance with the terms and provisions thereof, nor the
consummation of the transactions contemplated therein (i) will contravene any applicable provision
of any law, statute, rule or regulation of State governmental authority or any order, writ,
injunction or decree of any State governmental authority or (ii) will violate any provision of the
Organizational Documents of the Guarantor.
The forgoing opinions are further subject to and expressly limited by the following
assumptions, qualifications and limitations, in addition to those previously set forth:
A. 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.
B. Provisions contained in the Documents purporting to make Guarantors liable for attorneys
fees are enforceable only to the extent authorized by KRS
Nortek, Inc.
December 21, 2011
Page 4
411.195 which permits payment of
reasonable attorneys fees owed to a person other than a salaried employee of the lienholder.
C. As used in this opinion, the words to our knowledge (or words of similar effect) mean
that, in the course of our representation of the Guarantors in connection with rendering this
opinion, no facts have come to our attention that would give us actual knowledge or actual notice
that any such opinions or other matters are not accurate. We have undertaken no investigation or
verification of such matters. Further, the words our knowledge (or words of similar effect), as
used in this opinion, shall be limited to the actual knowledge of the attorneys within our firm who
have been actively involved in representing the Guarantors in connection with rendering this
opinion.
D. We call your attention to the fact that we do not regularly serve as counsel to the
Guarantors, have made no special inquiry of the Guarantors and are unaware of the existence of any
specific factual matters pertaining to the Guarantors which could affect the opinions set forth
herein.
E. We assume that the appropriate action will be taken, prior to the offer and sale of the
Exchange Notes, to register and qualify the Exchange Notes for sale under all applicable state
securities or blue sky laws.
We expressly disclaim any responsibility for advising you of any change occurring hereafter in
circumstances concerning the transaction which is the subject of this opinion including any changes
in law or in factual matters occurring after the date of this opinion.
We are admitted to practice in the State. This Opinion is limited to the law (excluding the
principles of conflict of laws) of the State and we do not express any opinion concerning any other
law.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the reference to this firm under the heading Legal Matters in the Prospectus. In giving
this consent, we do not thereby admit that we are within the
category of persons whose consent is required under the Securities Act or the rules and
regulations of the Commission thereunder. It is understood that this opinion is to be used only in
connection with the offer and sale of the Exchange Notes while the Registration Statement is in
effect. Ropes & Gray LLP, in its capacity as counsel to the Issuer and Additional Registrant
Guarantors in connection with the Registration
Nortek,
Inc.
December 21, 2011
Page 5
Statement, may rely upon this opinion with the same
effect as if it were an addressee hereof.
|
|
|
|
|
|
Very truly yours,
/s/ WYATT, TARRANT & COMBS, LLP
WYATT, TARRANT & COMBS, LLP
|
|
|
|
|
|
|
|
|
|
|
|
cc: Opinions and Standards Group