Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - LENNOX INTERNATIONAL INC | d72767exv5w1.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 5.2
[Davis, Brown, Koehn, Shors & Roberts, P.C. 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 special counsel in the State of Iowa for the Iowa Guarantor (defined below)
of 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 2017 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 3, 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 Iowa Guarantor)
and Annex B hereto (the Other Guarantors and, together with the Iowa Guarantor, 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 Iowa Guarantor is a corporation, duly incorporated and validly existing under the laws of the State of Iowa. | ||
2. | The Subsidiary Guarantee of the Iowa 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 the Iowa Guarantor under the laws of the State of Iowa. | ||
3. | The Subsidiary Guarantee of the Iowa Guarantor, when the Notes are delivered against payment therefore in accordance with the terms of the Underwriting Agreement and the Indenture, will not violate the laws of the State of Iowa. |
The opinions set forth above are subject to the following limitations, qualifications and
assumptions:
Lennox International Inc.
May 3, 2010
Page 2
May 3, 2010
Page 2
For purposes of the opinions expressed herein, we have assumed that the Company, each of the
Other Guarantors and the Trustee has authorized, executed and delivered the Indenture and that the
Indenture is the valid, binding and enforceable obligation the Company, each of the other
Guarantors and the Trustee.
For purposes of the opinions expressed herein, we have assumed (i) all documents submitted to
us as originals are authentic, (ii) all documents submitted to us as certified or photostatic
copies or via e-mail or otherwise for review conform to the original documents, and (iii) all
public records reviewed by us are accurate and complete.
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 set forth in paragraphs 2 and 3, we have assumed that the
obligations of the Iowa Guarantor under the Subsidiary Guarantee 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 Iowa Guarantor and will
benefit the Iowa Guarantor, directly or indirectly.
The opinions expressed herein are limited to the laws of the State of Iowa, and we express no
opinion or view as to the effect of the laws of any other jurisdiction on the opinions expressed
herein.
The opinions expressed herein are based solely on the state of the law and the factual
circumstances as they exist on the date of this letter, and we specifically disclaim any obligation
to monitor any of the matters stated in this letter or to advise the persons entitled to rely on
this letter of any change of law or fact after the date of this letter which might affect any of
the opinions expressed herein.
We hereby consent to the filing of this opinion as Exhibit 5.2 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 Statement), filed by the
Company to effect the registration of the Notes and the Subsidiary Guarantees under the Securities
Act of 1933 (the Act). 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 Commission promulgated thereunder.
Subject to all of the limitations, qualifications and assumptions set forth herein, Jones Day
is hereby authorized to rely on this opinion letter in connection with its opinion letter filed as
Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof.
Very truly yours,
/s/
Davis, Brown, Koehn, Shors & Roberts, P.C.
Annex A
Name of Iowa Guarantor | State of Incorporation or Organization | |
Lennox Industries Inc.
|
Iowa |
Annex B
Name of Other Guarantor | State of Incorporation or Organization | |
Allied Air Enterprises Inc.
|
Delaware | |
Lennox Global Ltd.
|
Delaware | |
Service Experts LLC
|
Delaware |