Exhibit 5.1
August 11, 2008
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903
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$750,000,000 aggregate principal amount of 10% Senior Secured Notes
due December 1, 2013 of Nortek, Inc. issued in exchange for
$750,000,000 aggregate principal amount of 10% Senior Notes due
December 1, 2013 of Nortek, Inc. and the related Guarantees |
Ladies and Gentlemen:
We have acted as counsel to Nortek, Inc., a Delaware corporation (the Company), and
certain subsidiaries of the Company listed on Schedule I hereto (such listed subsidiaries, the
Covered Guarantors) in connection with (i) the proposed issuance by the Company in the
exchange offer (the Exchange Offer) of $750,000,000 aggregate principal amount of 10%
Senior Secured Notes due December 1, 2013 (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 10% Senior Secured Notes due December 1,
2013 (the Outstanding Notes), which have not been, and will not be, so registered, (ii)
the guarantees of the Exchange Notes (the Exchange Guarantees) by the Covered Guarantors
and the subsidiaries of the Company listed on Schedule II hereto (such listed subsidiaries, the
Other Guarantors and, together with the Covered Guarantors, collectively, the
Guarantors) and (iii) the preparation of the registration statement on Form S-4 filed by
the Company and the Guarantors with the Securities and Exchange Commission (the Registration
Statement) for the purpose of registering the Exchange Notes and the Exchange Guarantees under
the Securities Act.
The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an
Indenture, dated as of May 20, 2008, between the Company, the Guarantors and U.S. Bank National
Association, as trustee (the Indenture). The terms of the Exchange Guarantees are
contained in the Indenture. Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Indenture.
This opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act.
We have examined such documents and made such other investigation as we have deemed
appropriate to render the opinions set forth below. As to matters of fact material to our
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August 11, 2008 |
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opinion, we have relied, without independent verification, on representations made in the
Indenture, certificates and other documents and other inquiries of officers of the Company and the
Covered Guarantors and of public officials.
The opinions expressed below 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 laws of the
Commonwealth of Massachusetts, the California Corporation Law and the California Limited Liability
Company Law and the federal laws of the United States of America. Authorization of the Guarantees
by Guarantors other than the Covered Guarantors are being opined upon by:
(i) with respect to the laws of the States of Missouri and Arizona, Bryan Cave LLP;
(ii) with respect the laws of the State of Connecticut, Cohn Birnbaum & Shea;
(iii) with respect to matters governed by the laws of the State of Florida, Greenberg Traurig,
P.A.;
(iv)with respect to matters governed by the laws of the State of Utah, Holland & Hart LLP;
(v) with respect to matters governed by the laws of the State of Oklahoma, McAfee & Taft,
P.C.;
(vi) with respect to matters governed by the laws of the State of Michigan, Rhoades & McKee
PC; and
(vii) with respect to matters governed by the laws of the State of Kentucky, Wyatt, Tarrant &
Combs, LLP.
Based upon the foregoing and subject to the additional qualifications set forth below, we are
of the opinion that:
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The Exchange Notes have been duly authorized by the Company and, when executed and
authenticated in accordance with the terms of the Indenture and delivered against receipt of
the Outstanding Notes surrendered in exchange therefor upon completion of the Exchange Offer,
the Exchange Notes will constitute legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms. |
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The Exchange Guarantees have been duly authorized by each of the Covered Guarantors and,
when the Exchange Notes are executed and authenticated in accordance with the terms of the
Indenture and delivered against receipt of the Outstanding Notes surrendered in exchange
therefor upon completion of the Exchange Offer, the Exchange Guarantees
will constitute legal, valid and binding obligations of each Guarantor, enforceable against
each Guarantor in accordance with their terms. |
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August 11, 2008 |
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Our opinion that the Exchange Notes and Exchange Guarantees constitute the legal, valid and
binding obligations of the Company and each Guarantor, enforceable against the Company and each
Guarantor in accordance with its terms, are subject to (a) bankruptcy, insolvency, reorganization,
moratorium and other similar laws of general application affecting the rights and remedies of
creditors and secured parties, (b) general principles of equity and (c) the effects of possible
judicial application of foreign laws or foreign governmental or judicial action affecting
creditors rights. Our opinions set forth above are also subject to the qualification that the
enforceability of provisions in the Indenture providing for indemnification or contribution may be
limited by public policy considerations. In addition, we express no opinion as to the
enforceability of any provision providing for non-effectiveness of oral modifications, submission
to jurisdiction, waiver of or consent to service of process and venue, waiver of offset or
defenses, powers of attorney or any provision constituting a penalty or forfeiture. We express no
opinion with respect to the applicability of Section 548 of the Bankruptcy Code or any other
fraudulent conveyance provisions.
We hereby 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 the Registration Statement. In giving
this consent, we do not thereby 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.
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Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP
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SCHEDULE I
COVERED GUARANTORS
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| Covered Guarantors |
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Jurisdiction of Incorporation |
Aigis Mechtronics, Inc.
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Delaware |
AllStar PRO, LLC |
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Aubrey Manufacturing, Inc. |
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Broan-NuTone LLC |
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Broan-NuTone
Storage Solutions LP |
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CES Group, Inc. |
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Cleanpak International, Inc. |
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HC Installations, Inc. |
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HomeLogic LLC |
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Huntair, Inc. |
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Jensen Industries, Inc. |
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Linear H.K. LLC |
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Mammoth China Ltd. |
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Mammoth, Inc. |
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Niles Audio Corporation |
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Nordyne China, LLC |
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Nordyne Inc. |
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NORDYNE International, Inc. |
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Nortek International, Inc. |
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NuTone Inc. |
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Rangaire GP, Inc. |
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Rangaire LP, Inc. |
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SpeakerCraft, Inc. |
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WDS LLC |
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Advanced Bridging Technologies, Inc.
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California |
Gefen, Inc. |
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Linear LLC |
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Pacific Zephyr Range Hood Inc. |
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Panamax Inc. |
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Secure Wireless, Inc. |
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Xantech Corporation |
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Zephyr Corporation |
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International Electronics, Inc.
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Massachusetts |
SCHEDULE II
OTHER GUARANTORS
Elan Home Systems L.L.C.
Governair Corporation
GTO, Inc.
J.A.R. Industries, Inc.
Lite Touch, Inc.
Magenta Research Ltd.
Omnimount Systems, Inc.
Operator Specialty Company, Inc.
Temtrol, Inc.
Webco, Inc.