Exhibit 5.2
[Bryan Cave Letterhead]
August 11, 2008
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903
Ropes & Gray LLP
One International Place
Boston, MA 02110
Ladies and Gentlemen:
We have acted as special counsel in the States of Missouri and Arizona to J.A.R. Industries, Inc.,
a Missouri corporation (“J.A.R. Industries”), Webco, Inc., a Missouri corporation (“Webco”), and
OmniMount Systems, Inc., an Arizona corporation (“Omnimount Systems”; each a “Subsidiary Guarantor”
and, collectively, the “Subsidiary Guarantors”), in connection with the Registration Statement on
Form S-4 (the “Registration Statement”) to be filed by Nortek, Inc., a Delaware corporation
(“Nortek”), and the guarantors, including the Subsidiary Guarantors, with the Securities and
Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”),
relating to the offer by Nortek (the “Exchange Offer”) to exchange $750,000,000 in aggregate
principal amount 10% Senior Secured Notes due December 1, 2013 (the “Exchange Notes”) for Nortek’s
outstanding $750,000,000 in aggregate principal amount 10% Senior Secured Notes due December 1,
2013 (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be,
issued pursuant to that certain Indenture, dated as of May 20, 2008 (the “Indenture”), among
Nortek, the guarantors named therein, including the Subsidiary Guarantors, and U.S. Bank National
Association, as trustee (the “Trustee”), which is filed as an exhibit to the Registration
Statement. Pursuant to Article XI of the Indenture, the Subsidiary Guarantors have guaranteed the
Outstanding Notes and will guarantee the Exchange Notes (the “Exchange Guarantees”). All
capitalized terms which are defined in the Indenture shall have the same meanings when used herein,
unless otherwise specified. This opinion is furnished to you at the request of the Subsidiary
Guarantors.
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
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August 11, 2008
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the
related agreements executed or delivered in connection therewith. We have been retained solely for
the purpose of rendering certain opinions pursuant to Missouri and Arizona law.
In connection herewith, we have examined:
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the Articles of Incorporation of the each of the Subsidiary Guarantors, as
amended to date; |
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the Bylaws of each of the Subsidiary Guarantors, as currently in effect; |
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certain resolutions adopted by the Board of Directors of each of the Subsidiary
Guarantors relating to the Indenture, the Exchange Guarantees, the Exchange Offer and
related matters; |
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the form of the Exchange Notes; and |
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(5) |
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an executed copy of the Indenture. |
For purposes of this opinion letter, we have not reviewed any documents other than the foregoing.
In particular, we have not reviewed any document that is referred to in or incorporated by
reference into the Indenture (other than the Exchange Guarantees of the Subsidiary Guarantors). We
have assumed that there exists no provision in any document that we have not reviewed that bears
upon or is inconsistent with the opinion stated herein. We have also assumed, with your
permission, that (i) the certifications set forth in the Omnibus Certificate of Secretary of
Subsidiaries of Nortek, Inc. dated May 20, 2008 are true and correct as of the date hereof, (ii)
the certifications set forth in the Officer’s Certificate dated May 20, 2008 are true and correct
as of the date hereof, and (iii) the resolutions, by-laws and charter documents referenced in such
certifications have not been amended, altered, repealed or superseded. 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.
In our examination of the foregoing, 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 and the conformity with authentic original documents of all documents submitted to us as
copies. When relevant facts were not independently established, we have relied without independent
investigation as to matters of fact upon statements of governmental officials and upon
representations made in or pursuant to the Indenture and certificates and statements of appropriate
representatives of the Subsidiary Guarantors.
In connection herewith, we have assumed that, other than with respect to the Subsidiary Guarantors,
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
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August 11, 2008
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and authority (corporate or other) to execute, deliver and perform such documents. We have
also assumed, with your permission, that (i) the Subsidiary Guarantors have been duly organized and
are validly existing in good standing under the laws of the jurisdictions governing their
organization, and are duly qualified or admitted to transact business in each other jurisdiction
where the nature of the business conducted therein or the property owned or leased therein makes
such qualification or admission necessary, with all requisite corporate power and authority to
execute, deliver and perform the Indenture, (ii) the Indenture has been duly and validly
authorized, executed and delivered by the Subsidiary Guarantors, and (iii) the Trustee has duly
authenticated the Outstanding Notes.
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. The execution and delivery by J.A.R. Industries of the Exchange Guarantee to which it is a
party and the consummation by J.A.R. Industries of its obligations thereunder are within J.A.R.
Industries’ corporate power and have been duly authorized by all necessary corporate action on the
part of J.A.R. Industries.
2. The execution and delivery by Webco of the Exchange Guarantee to which it is a party and
the consummation by Webco of its obligations thereunder are within Webco’s corporate power and have
been duly authorized by all necessary corporate action on the part of Webco.
3. The execution and delivery by Omnimount Systems of the Exchange Guarantee to which it is a
party and the consummation by Omnimount Systems of its obligations thereunder are within Omnimount
Systems’ corporate power and have been duly authorized by all necessary corporate action on the
part of Omnimount Systems.
4. The Exchange Guarantee to which J.A.R. Industries is a party has been duly executed and
delivered by J.A.R. Industries.
5. The Exchange Guarantee to which Webco is a party has been duly executed and delivered by
Webco.
6. The Exchange Guarantee to which Omnimount Systems is a party has been duly executed and
delivered by Omnimount Systems.
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, qualifications, limitations and exceptions:
(a) Our opinions herein reflect only the application of applicable Missouri and Arizona law
(excluding the securities and blue sky laws of such states and any laws, rules and regulations of
cities, counties and other political subdivisions within such states) in each case that we, based
on our
experience, recognize as applicable to the Subsidiary Guarantors in a transaction of the type
contemplated by the Indenture. We note that the Exchange Guarantees and the Indenture each
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August 11, 2008
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provide
that they are governed by and are to be construed and enforced in accordance with the substantive
laws of the State of New York. However, in rendering the opinions expressed herein, we have
assumed, with your permission, that the substantive laws of the State of Missouri or Arizona, as
the case may be, would apply. 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.
(b) We express no opinion as to:
(i) whether any Subsidiary Guarantor may guarantee or otherwise be liable for indebtedness
incurred by Nortek except to the extent that such Subsidiary Guarantor may be determined to have
benefited from the incurrence of the indebtedness by Nortek or whether such benefit may be measured
other than by the extent to which the proceeds of the indebtedness incurred by Nortek are, directly
or indirectly, made available to such Subsidiary Guarantor for its corporate purposes; and
(ii) the authorizations, approvals or consents as may be necessary under federal or state
securities and “blue sky” laws (including, without limitation, Missouri or Arizona securities or
“blue sky” laws) or the Trust Indenture Act of 1939, as amended) in connection with the
transactions contemplated by the Transaction Documents.
We do not give any opinions except as set forth above. The opinions set forth herein are made as
of the date hereof. We are not rendering any opinions with respect to any of the Transaction
Documents other than the Exchange Guarantees or the Indenture. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the use of our name therein and in
the related prospectus under the captions “Legal Matters.” We also consent to your filing copies
of this opinion as an exhibit to the Registration Statement with agencies of such states as you
deem necessary in the course of complying with the laws of such states regarding the Exchange
Offer. In giving such consent, we do not thereby concede that we are within the category of
persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the
Commission thereunder.
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Very truly yours,
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BRYAN CAVE LLP |
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