Attached files
file | filename |
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EX-5.2 - EX-5.2 - LENNOX INTERNATIONAL INC | d72767exv5w2.htm |
EX-4.3 - EX-4.3 - LENNOX INTERNATIONAL INC | d72767exv4w3.htm |
EX-1.1 - EX-1.1 - LENNOX INTERNATIONAL INC | d72767exv1w1.htm |
8-K - FORM 8-K - LENNOX INTERNATIONAL INC | d72767e8vk.htm |
Exhibit 5.1
[Jones Day Letterhead]
May 3, 2010
Lennox International Inc.
2140 Lake Park Blvd.
Richardson, Texas 75080
2140 Lake Park Blvd.
Richardson, Texas 75080
Re: Registration Statement on Form S-3 Filed by Lennox International Inc.
Ladies and Gentlemen:
We are acting as counsel for Lennox International Inc., a Delaware corporation (the
Company), in connection with the issuance and sale of $200,000,000 aggregate principal amount of
4.900% Notes due 2010 of the Company (the Notes), pursuant to the Underwriting Agreement, dated
as of May 3, 2010 (the Underwriting Agreement), among the Company, the Guarantors (as defined
below) and J.P. Morgan Securities Inc. and Wells Fargo Securities, LLC, acting as representatives
of the several underwriters named therein (collectively, the Underwriters). The Notes will be
issued pursuant to an indenture, dated as of May 6, 2010 (the Base Indenture), between the
Company and U.S. Bank National Association, as trustee (the Trustee), as amended and supplemented
by the first supplemental indenture (the First Supplemental Indenture and, together with the Base
Indenture, the Indenture) to be entered into between the Company, the Guarantors (as defined
below) and the Trustee. The Companys obligations under the Notes will be guaranteed (the
Subsidiary Guarantees) by the Companys subsidiaries listed on Annex A hereto (the
Covered Guarantors) and Annex B hereto (the Other Guarantor and, together with the
Delaware Guarantors, the Guarantors).
In connection with the opinions expressed herein, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the
foregoing, and subject to the further limitations, qualifications and assumptions set forth herein,
we are of the opinion that:
1. | The Notes, when they are executed by the Company and authenticated by the Trustee in accordance with the Indenture and issued and delivered to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, will constitute valid and binding obligations of the Company. | ||
2. | The Subsidiary Guarantee of each Covered Guarantor, when the Notes are delivered against payment therefore in accordance with the terms of the Underwriting Agreement and the Indenture, will constitute a valid and binding obligation of that Covered Guarantor. | ||
3. | The Subsidiary Guarantee of the Other Guarantor, when the Notes are delivered against payment therefore in accordance with the terms of the Underwriting |
Lennox International Inc.
May 3, 2010
Page 2
May 3, 2010
Page 2
Agreement and the Indenture, will constitute a valid and binding obligation of the Other Guarantor. |
The opinions set forth above are subject to the following limitations, qualifications and
assumptions:
For purposes of the opinions expressed herein, we have assumed that the Trustee has
authorized, executed and delivered the Indenture and that the Indenture is the valid, binding and
enforceable obligation of the Trustee.
For purposes of our opinion set forth in paragraph 3 with respect to the Subsidiary Guarantee
of the Other Guarantor, we have assumed that (a) the Other Guarantor is a corporation existing and
in good standing under the laws of the State of Iowa, and has all requisite power and authority,
obtained all requisite organizational, third-party and governmental authorizations, consents and
approvals and made all filings and registrations required to enable it to execute, deliver and
perform its Subsidiary Guarantee, (b) such execution, delivery and performance did not and will not
violate or conflict with any law, rule, regulation, order, decree, judgment, instrument or
agreement binding upon or applicable to it or its properties and (c) the Subsidiary Guarantee of
the Other Guarantor constitutes a valid and binding obligation of such Other Guarantor under the
laws of the State of Iowa.
The opinions expressed herein are limited by (i) bankruptcy, insolvency, reorganization,
fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar
laws, and related regulations and judicial doctrines from time to time in effect relating to or
affecting creditors rights and remedies generally, and (ii) general equitable principles and
public policy considerations, whether such principles and considerations are considered in a
proceeding at law or in equity.
For purposes of our opinions insofar they relate to the Subsidiary Guarantors, we have assumed
that the obligations of each of the Subsidiary Guarantors under the Subsidiary Guarantees are, and
would be deemed by a court of competent jurisdiction to be, in furtherance of its corporate
purposes, or necessary or convenient to the conduct, promotion or attainment of the business of the
respective Subsidiary Guarantor and will benefit the respective Subsidiary Guarantor, directly or
indirectly.
The opinions expressed herein are limited to (i) the laws of the State of New York, (ii) the
General Corporation Law of the State of Delaware and (iii) the Delaware Limited Liability Company
Act, including applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting such laws, in each case as currently in effect, and we express no opinion or
view as to the effect of any other law of the State of Delaware or the laws of any other
jurisdiction on the opinions expressed herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form
8-K dated the date hereof filed by the Company and incorporated by reference into the Registration
Statement on Form S-3 (Registration No. 333-155796) (the Registration
Lennox International Inc.
May 3, 2010
Page 3
May 3, 2010
Page 3
Statement) filed by the
Company to effect the registration of the Notes and the Subsidiary Guarantees under the Securities
Act of 1933 (the Act) and to the reference to Jones Day under the caption Legal Matters in the
prospectus constituting a part of such Registration Statement. In giving such consent, we do not
thereby admit that we are included in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Jones Day
/s/ Jones Day
Annex A
Name of Covered Guarantor | State of Incorporation or Organization | |
Allied Air Enterprises Inc.
|
Delaware | |
Lennox Global Ltd.
|
Delaware | |
Service Experts LLC
|
Delaware |
Annex B
Name of Other Guarantor | State of Incorporation or Organization | |
Lennox Industries Inc.
|
Iowa |