Exhibit 5.4
August 11, 2008
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903
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Re:
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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. |
Ladies and Gentlemen:
We have acted as counsel in the State of Florida to GTO, Inc., a Florida corporation
(GTO or the Company) in connection with (i) the proposed issuance by Nortek,
Inc., a Delaware corporation (Nortek) and the indirect owner of 100% of the issued and
outstanding common stock of the Company in an 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 Norteks outstanding 10%
Senior Secured Notes due December 1, 2013 (the Outstanding Notes), which have not been,
and will not be, so registered; (ii) the guarantee of the Exchange Notes (the Exchange
Guarantee) issued by the Company and (iii) the preparation of the registration statement on
Form S-4 filed by Nortek and the Company (as well as certain other direct and indirect subsidiaries
of the Company) with the Securities and Exchange Commission (the Registration Statement)
for the purpose of registering the Exchange Notes and the Exchange Guarantee 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 Nortek, the Company, certain other 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.
This opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act.
In connection herewith, we have examined execution forms of the following documents:
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(1) |
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the Indenture; |
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(2) |
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the Outstanding Notes; |
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(3) |
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the form of Exchange Note; and |
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(4) |
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the form of Exchange Guarantee. |
We also have examined:
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August 11, 2008 |
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(5) |
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a certificate of existence of GTO dated May 13, 2008 and issued by the Florida
Department of State (the Certificate of Existence) and a copy of the Articles
of Incorporation of GTO as issued and certified by the Florida Department of State on
May 12, 2008 (the Certified Articles of Incorporation); and |
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(6) |
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a certificate executed by the Secretary of GTO dated May 20, 2008, certifying
its Articles of Incorporation, By-laws, authorizing resolutions and incumbency and
specimen signatures of the officers of GTO executing any Transaction Documents to which
GTO is a party (the Secretarys Certificate). |
The documents listed as Items (1) through (4) 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 GTO solely for the purpose of rendering certain opinions set
forth herein pursuant to Florida law.
We have assumed the validity, binding effect and enforceability of the Transaction Documents
with regard to GTO 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
GTO 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 or exhibits
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, except such other documents as we have deemed reasonably necessary or
appropriate in connection with the opinions hereinafter set forth. 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 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.
We have assumed that the certifications made in the Secretarys Certificate are true and
correct in all respects as of the date hereof, as if made on and as of such date, and that none of
the Articles of Incorporation, By-laws, or authorizing resolutions of GTO set forth therein or any
of the incumbency and specimen signatures of the officers of GTO (or the offices held by such
persons) have changed in any manner since the date of such certificate.
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 all documents
submitted to us as originals and the conformity with authentic original documents of all documents
submitted to us as copies.
We also have assumed, other than with respect to GTO, that 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,
that all of the signatories to such documents have been duly authorized and that all such parties
are duly organized and validly existing and have the power and authority (corporate
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or other) to
execute, deliver and perform such documents. We also have assumed, with your permission, that the
Exchange Guarantee has been authenticated by the Trustee.
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 Certificate of Existence,
GTO has been incorporated as a corporation and its status is active under the laws of the State of
Florida.
2. The execution and delivery by GTO of the Exchange Guarantee and the performance by GTO of
its obligations thereunder, are within GTOs corporate power under the laws of the State of Florida
and have been duly authorized by all necessary corporate action on the part of GTO.
3. Based solely on the Secretarys Certificate and without any independent investigation (as
to factual matters), and based on the assumption that the officers executing the Exchange Guarantee
and which are set forth in such Secretarys Certificate continue to hold the offices set forth
therein as of the date hereof, and that such officers delivered the Exchange Guarantee to the
Trustee, the Exchange Guarantee has been executed and delivered in accordance with Florida law by a
person duly authorized by GTO to execute and deliver the same.
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) Our opinions herein reflect only the application of applicable Florida law (excluding the
securities and blue sky laws of Florida). 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 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.
(b) We also express no opinion as to:
(i) whether GTO may guarantee or otherwise be liable for, or pledge its assets to secure,
indebtedness incurred by Nortek except to the extent that GTO 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 GTO for its corporate purposes;
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(ii) the authorizations, approvals or consents as may be necessary under federal or state
securities and blue sky laws (including without limitation Florida securities or blue sky laws)
in connection with the transactions contemplated by the Exchange Guarantee; or
(iii) the validity or effect of any provision in the Exchange Guarantee 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 Florida may apply.
This opinion letter is limited solely to the laws of the State of Florida, and we express no
opinion concerning any other law of any other jurisdiction, whether or not applicable to GTO, the
Exchange Guarantee or any other Transaction Document. This opinion letter is being delivered by us
solely for your benefit. We do not render any opinions except as set forth above. By your
acceptance of this opinion letter, you agree that, except as provided in the next paragraph, it may
not be relied upon, circulated, quoted or otherwise referred to by any other person or for any
other purpose without our prior written consent in each instance.
We hereby consent to the filing of this opinion letter with the Securities and Exchange
Commission as an exhibit to the Registration Statement and further consent to the filing of this
opinion letter as an exhibit to the applications being made to securities commissioners for the
various states of the United States for registration of the Exchange Notes and the Exchange
Guarantee under such state laws. 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,
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/s/ Greenberg Traurig, PA
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Greenberg Traurig, PA |
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