Attached files
file | filename |
---|---|
8-K - FORM 8-K - MERITOR, INC. | k48950e8vk.htm |
EX-5.8 - EX-5.8 - MERITOR, INC. | k48950exv5w8.htm |
EX-5.1 - EX-5.1 - MERITOR, INC. | k48950exv5w1.htm |
EX-5.5 - EX-5.5 - MERITOR, INC. | k48950exv5w5.htm |
EX-5.4 - EX-5.4 - MERITOR, INC. | k48950exv5w4.htm |
EX-5.2 - EX-5.2 - MERITOR, INC. | k48950exv5w2.htm |
EX-5.9 - EX-5.9 - MERITOR, INC. | k48950exv5w9.htm |
EX-5.6 - EX-5.6 - MERITOR, INC. | k48950exv5w6.htm |
EX-5.7 - EX-5.7 - MERITOR, INC. | k48950exv5w7.htm |
EX-5.11 - EX-5.11 - MERITOR, INC. | k48950exv5w11.htm |
EX-5.10 - EX-5.10 - MERITOR, INC. | k48950exv5w10.htm |
Exhibit 5.3
BAKER & DANIELS LLP | ||
600 East 96th Street, Suite 600 | ||
Indianapolis, Indiana 46240 | ||
Tel 317.569.9600 Fax 317.569.4800 | ||
www.bakerdaniels.com |
March 3, 2010
ArvinMeritor, Inc.
2135 West Maple Road
Troy, MI 48084
2135 West Maple Road
Troy, MI 48084
Ladies and Gentlemen:
We have acted as Indiana counsel for ArvinMeritor, Inc., an Indiana corporation (the
Company), in connection with the issuance and sale by the Company of $250,000,000 aggregate
principal amount of its 10.625% Notes due 2018 (the Notes). In that capacity we have reviewed:
(a) The Registration Statement on Form S-3, Registration Nos. 333-163233 (the
Registration Statement), of the Company and the Prospectus constituting a part
thereof, dated December 24, 2009, relating to the issuance from time to time of debt
and equity securities of the Company pursuant to Rule 415 promulgated under the
Securities Act of 1933, as amended (the 1933 Act);
(b) The Prospectus Supplement, dated February 26, 2010, to the above-mentioned
Prospectus relating to the Notes and filed with the Securities and Exchange
Commission (the Commission) pursuant to Rule 424 promulgated under the 1933 Act
(the Prospectus Supplement); and
(c) The Fourth Supplemental Indenture, dated as of March 3, 2010, between the
Corporation and The Bank of New York Mellon Trust Company, as trustee, including the
form of Notes attached thereto (the Supplemental Indenture).
For purposes of this opinion letter, we have examined originals or copies, identified to our
satisfaction, of such documents, corporate records, instruments and other relevant materials as we
deemed advisable and have made such examination of statutes and decisions and reviewed such
questions of law as we have considered necessary or appropriate. In our examination, we have
assumed the genuineness of all signatures, the legal capacity of all natural persons, the
authenticity of all documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as copies and the authenticity of the originals of such copies. As to
facts material to this opinion letter, we have relied upon certificates, statements or
representations of public officials, of officers and representatives of the Company and of others,
without any independent verification thereof.
Arvin Meritor, Inc. | -2- | March 3, 2010 |
On the basis of and subject to the foregoing, we are of the opinion that the Company has the
corporate authority under Indiana law to execute and deliver the Supplemental Indenture and the
Notes.
We consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be
filed by the Company and to the reference to us under the heading Legal Matters in the Prospectus
Supplement. In giving such consent, we do not admit that we come within the category of persons
whose consent is required under Section 7 of the 1933 Act or the rules or regulations of the
Commission thereunder.
Yours very truly,
/s/ Baker & Daniels LLP