Attached files
file | filename |
---|---|
8-K - FORM 8-K - MERITOR, INC. | k48950e8vk.htm |
EX-5.8 - EX-5.8 - MERITOR, INC. | k48950exv5w8.htm |
EX-5.3 - EX-5.3 - MERITOR, INC. | k48950exv5w3.htm |
EX-5.1 - EX-5.1 - MERITOR, INC. | k48950exv5w1.htm |
EX-5.5 - EX-5.5 - MERITOR, INC. | k48950exv5w5.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 5.4
[Letterhead of Barbara G. Novak]
March 3, 2010
ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084-7186
2135 West Maple Road
Troy, Michigan 48084-7186
Ladies and Gentlemen:
I am Vice President and Corporate Secretary of ArvinMeritor, Inc., an Indiana corporation (the
Company), and in that capacity, I have acted as counsel to Arvin Technologies, Inc., a Michigan
corporation (the Guarantor), in connection with the execution, delivery, issuance and sale of a
guarantee by the Guarantor (the Guarantee) of $250 million aggregate principal amount of 10.625%
Notes due 2018 (the Notes) of the Company in an underwritten public offering of the Notes,
together with the Guarantee and other guarantees of the Notes by other direct and indirect
subsidiaries of the Company, pursuant to an Underwriting Agreement dated as of February 26, 2010
among the Company, the Guarantor, such other subsidiary guarantors and the underwriters named
therein and the Companys Registration Statement on Form S-3 (Registration Statement No.
333-163233), as amended, filed with the Securities and Exchange Commission under the Securities Act
of 1933, as amended (the Act).
I am familiar with organization documents of the Guarantor, each as amended to the date
hereof, and I have reviewed (i) the Guarantee and (ii) the corporate proceedings taken by the
Guarantor in connection with the authorization of its Guarantee. I have also examined
originals, or copies certified or otherwise authenticated to our satisfaction, of such
corporate records of the Guarantor and other instruments, certificates of public officials and
representatives of the Company or the Guarantor, and other documents as I have deemed
ArvinMeritor, Inc. | -2- | March 3, 2010 |
necessary as a basis for the opinions hereinafter expressed. In such examination, I have assumed
the genuineness of all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the originals of all documents submitted to us as copies. As to questions
of fact material to this opinion, I have, when relevant facts were not independently established,
relied upon certificates of officers of the Company or the Guarantor and appropriate public
officials.
Based on the foregoing, I am of the opinion that the Guarantor has the corporate authority to
execute and deliver its Guarantee.
I do not express any opinion herein with respect to the laws of any jurisdiction other than
the laws of Michigan.
I hereby consent to the filing of this opinion as an Exhibit to a Current Report on Form 8-K
to be filed by the Company. In giving such consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Act or the rules and regulations
promulgated thereunder.
Very truly yours,
/s/ Barbara G. Novak