Exhibit 5.8
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500 West Jefferson Street, Suite
2800 Louisville, Kentucky
40202-2898 502.589.5235
Fax: 502.589.0309 |
August 11, 2008
Nortek, Inc.
50 Kennedy Plaza
Providence, Rl 02903
Ropes & Gray LLP
One International Place
Boston, MA 02110
Ladies and Gentlemen:
We have acted as special local counsel to Elan Home Systems, L.L.C., a Kentucky limited
liability company, (the Subsidiary Guarantor), in connection with a Registration Statement on
Form S-4 (the Registration Statement) filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the exchange offer (the Exchange Offer) by
Nortek, Inc. (Nortek) and guarantors, including the Subsidiary Guarantor, to exchange (i)
$750,000,000 in aggregate principal amount 10% Senior Subordinated Notes due December 1, 2013 (the
Exchange Notes) for Norteks outstanding $750,000,000 in aggregate principal amount 10% Senior
Subordinated Notes due December 1, 2013 (the Outstanding Notes), and (ii) the guarantees of the
Exchange Notes by the Subsidiary Guarantor and other guarantors as set forth in Article XI of the
Indenture and Exhibit G to the Indenture (the Exchange Guarantees) being offered for the
guarantees of the Outstanding Notes by the Subsidiary Guarantors. We are providing this opinion
(Opinion) to you at the request of the Subsidiary Guarantor.
We have examined the documents, corporate records, certificates of public officials, and
agreements, instruments, and other documents we have deemed necessary as the basis for the opinion
expressed below, including the Indenture dated as of May 20, 2008 among Nortek, the guarantors
named therein, including the Subsidiary Guarantor, and U.S. Bank National Association, as Trustee
(the Indenture). With respect to all documents examined by us, we have assumed (i) that all
signatures thereon are genuine, (ii) that all documents submitted to us as originals are
authentic, (iii) that all documents submitted to us as copies conform with the original copies of
those documents, (iv) the power and
Nortek, Inc.
Ropes & Gray LLP
August 11, 2008
Page 2
authority of the parties to those documents examined by us (other than the Subsidiary Guarantor) to
enter into and pay and perform the obligations of such party thereunder, and (v) that each natural
person executing any such document, if signed on behalf of any party thereto is authorized to do
so.
We have received permission from Nortek, Inc. and Elan Home Systems, L.L.C. to rely on that
certain Omnibus Certificate Of Secretary Of Subsidiaries Of Nortek, Inc., dated May 20, 2008 (the
Secretarys Certificate), and in connection with that permission we have assumed that, as of the
date hereof, [i] all certifications made in that certain Secretarys Certificate remain true,
correct and complete; [ii] all attachments and exhibits to the Secretarys Certificate remain in
full force and effect; and [iii] none of the attachments or exhibits to the Secretarys Certificate
have been amended or repealed, including but not limited to (a) all resolutions attached thereto,
(b) that certain Amended and Restated Operating Agreement of Elan Home Systems, L.L.C. dated
January 17, 2003, as amended by that certain Written Consent And First Amendment To The Amended And
Restated Operating Agreement Of Elan Home Systems, L.L.C., dated October 1, 2004, and (c) those
certain Articles of Organization of Elan Home Systems, L.L.C. filed August 23, 1995 with the
Kentucky Secretary of State, as amended by those certain Articles of Amendment to the Articles of
Organization of Elan Home Systems, L.L.C. filed September 30, 2004 with the Kentucky Secretary of
State.
As to certain questions of fact, we have relied without independent investigation on, and we
have assumed the accuracy and validity of, corporate records of the Subsidiary Guarantor supplied
to us by the Subsidiary Guarantor and certificates of certain public officials.
Based on the foregoing, and subject to the qualifications and limitations stated herein, we
are of the opinion that
1. The Subsidiary Guarantor is a limited liability company validly existing under the laws of
the Commonwealth of Kentucky.
2. The Exchange Guarantee has been duly authorized by the Subsidiary Guarantor.
3. The Subsidiary Guarantor has authorized the execution, delivery and performance of the
Indenture by all necessary limited liability company action.
Nortek, Inc.
Ropes & Gray LLP
August 11, 2008
Page 3
4. The Subsidiary Guarantor has full limited liability company right, power and authority to
execute, deliver and perform its obligations under the Indenture and the Exchange Guarantee.
The foregoing opinions are subject to the following assumptions, qualifications and
limitations:
1. We call your attention to the fact that we do not regularly serve as counsel to the
Subsidiary Guarantor, have made no special inquiry of the Subsidiary Guarantor and are unaware of
the existence of any specific factual matters pertaining to the Subsidiary Guarantor which could
affect the opinions set forth herein.
2. Our opinions represent expressions of professional legal opinion only and are not
guarantees of any particular result.
3. The opinions expressed herein are limited to the matters set forth in this Opinion, and no
other opinions should be inferred beyond the matters expressly stated.
4. 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.
5. We are admitted to practice in the Commonwealth of Kentucky. We express no opinion as to
matters under or involving the laws of any jurisdiction other than the laws of the United States
and the Commonwealth of Kentucky and its political subdivisions.
This Opinion is furnished for the benefit of Nortek, Inc. and their permitted successors and
assigns only. This Opinion may not be relied upon by any other person or entity, or in any other
context, without our prior written consent. We consent to the filing of this Opinion with the
Registration Statement and the inclusion of our name under Legal Matters in any prospectus
included therein.
Nortek, Inc.
Ropes & Gray LLP
August 11, 2008
Page 4
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Very truly yours, |
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WYATT, TARRANT & COMBS, LLP |
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/s/ WYATT, TARRANT & COMBS, LLP |
cc: Opinion and Standards