Attached files

file filename
S-1 - FORM S-1 - CE Huntsville, LLCds1.htm
EX-5.2 - OPINION OF BASS, BERRY & SIMS PLC - CE Huntsville, LLCdex52.htm
EX-5.4 - OPINION OF SNELL & WILMER L.L.P. - CE Huntsville, LLCdex54.htm
EX-5.5 - OPINION OF VENABLE LLP - CE Huntsville, LLCdex55.htm
EX-5.1 - OPINION OF SIMPSON THACHER & BARTLETT LLP - CE Huntsville, LLCdex51.htm
EX-25.1 - FORM T-1 STATEMENT OF ELIGIBILITY - CE Huntsville, LLCdex251.htm
EX-23.6 - CONSENT OF DELOITTE & TOUCHE LLP - CE Huntsville, LLCdex236.htm

Exhibit 5.3

 

 

Hogan Lovells US LLP

One Tabor Center, Suite 1500

1200 Seventeenth Street

Denver, CO 80202

T +1 303 899 7300

F +1 303 899 7333

www.hoganlovells.com

October 18, 2010

Board of Directors

Accellent Inc.

100 Fordham Road

Wilmington, MA 01887

Ladies and Gentlemen:

This firm has acted as special counsel to those corporations and limited liability companies that are subsidiaries of Accellent Inc., a Maryland corporation (“Accellent”), that are listed on Schedule 1 attached hereto as the California Corporate Guarantors (the “California Corporate Guarantors”), the Colorado LLC Guarantors (the “Colorado LLC Guarantors”), the Colorado Corporate Guarantor (the “Colorado Corporate Guarantor”) and the Virginia LLC Guarantor (the “Virginia LLC Guarantor” and collectively, with the California Corporate Guarantors, the Colorado LLC Guarantors and the Colorado Corporate Guarantor, the “Local Guarantors”) in connection with the Registration Statement on Form S-1 (the “Registration Statement”), filed by Accellent and its subsidiaries listed in the Registration Statement, including the Local Guarantors (collectively, the “Guarantors”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of resales by the holders thereof of up to $33,136,000 aggregate principal amount of Accellent’s 8 3/8% Senior Secured Notes due 2017 (the “Notes”) and the related joint and several, full and unconditional guarantees of payment of the principal and interest on the Notes on a senior secured basis included in Article X of that certain Indenture (as defined below) by the Guarantors (the “Guarantees”). The Notes and the Guarantees were issued under an indenture, dated as of January 29, 2010 (the “Indenture”), among Accellent, the Guarantors and The Bank of New York Mellon, as trustee and notes collateral agent. This opinion letter is furnished to you at your request to enable Accellent and the Guarantors to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. §229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including telecopies). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. We have also assumed the validity and constitutionality of each statute covered by this opinion letter. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

Hogan Lovells US LLP is a limited liability partnership registered in the District of Columbia. Hogan Lovells refers to the international legal practice comprising Hogan Lovells US LLP, Hogan Lovells International LLP, Hogan Lovells Worldwide Group (a Swiss Verein), and their affiliated businesses with offices in: Abu Dhabi  Alicante   Amsterdam  Baltimore  Beijing  Berlin  Boulder  Brussels  Caracas  Chicago  Colorado Springs  Denver  Dubai  Dusseldorf   Frankfurt  Hamburg  Hanoi   Ho Chi Minh City  Hong Kong  Houston  London  Los Angeles  Madrid  Miami  Milan  Moscow  Munich  New York   Northern Virginia  Paris  Philadelphia  Prague   Rome  San Francisco  Shanghai  Silicon Valley  Singapore  Tokyo  Warsaw  Washington DC   Associated offices: Budapest  Jeddah  Riyadh  Zagreb


Board of Directors

Accellent Inc.

     

 

This opinion letter is based as to matters of law solely on applicable provisions of the following, as currently in effect: (i) with respect to the California Corporate Guarantors, the General Corporation Law of the State of California, as amended (the “California Corporation Law”), (ii) with respect to the Colorado LLC Guarantors, the Colorado Limited Liability Company Act, as amended (the “Colorado LLC Law”), (iii) with respect to the Colorado Corporate Guarantor, the Colorado Business Corporation Act, as amended (the “Colorado Corporation Law”) and (iv) with respect to the Virginia LLC Guarantor, the Virginia Limited Liability Company Act, as amended (the “Virginia LLC Law”). For the purposes of clauses (i) through (iv) of this paragraph, such laws shall include the statutory provisions contained therein, all applicable provisions of the respective jurisdiction’s Constitution and the reported judicial decisions interpreting these laws. We express no opinion herein as to any other laws, statutes, ordinances, rules or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that:

(a)(i) Each of the California Corporate Guarantors is validly existing as a corporation and in good standing as of October 8, 2010 under the laws of the State of California.

(ii) Each of the Colorado LLC Guarantors is validly existing as a limited liability company and in good standing as of October 15, 2010 under the laws of the State of Colorado.

(iii) The Colorado Corporate Guarantor is validly existing as a corporation and in good standing as of October 15, 2010 under the laws of the State of Colorado.

(iv) The Virginia Corporate Guarantor is validly existing as a corporation and in good standing as of October 12, 2010 under the laws of the Commonwealth of Virginia.

(b) The execution, delivery and performance by each of the Local Guarantors of the Indenture and the Guarantees have been duly authorized by all necessary corporate or limited liability company action, as the case may be, of each of the Local Guarantors, and the Indenture has been duly executed and delivered on behalf of each of the Local Guarantors.

(c) The performance on the date hereof by each of the Local Guarantors of the Indenture and the Guarantees does not violate (i) the Articles of Incorporation, as amended, or Bylaws of any of the California Corporate Guarantors or the Colorado Corporate Guarantor, (ii) the Articles of Organization, as amended, or Operating Agreement of any of the Colorado LLC Guarantors or the Virginia LLC Guarantor, or (iii) (A) the California Corporation Law in the case of the California Corporate Guarantors, (B) the Colorado LLC Law in the case of the Colorado LLC Guarantors, (C) the Colorado Corporation Law in the case of the Colorado Corporate Guarantor or (D) the Virginia LLC Law in the case of the Virginia LLC Guarantor.

This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.

 

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Board of Directors

Accellent Inc.

     

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are an “expert” within the meaning of the Securities Act. We further consent to the reliance by Simpson Thacher & Bartlett LLP on our opinions in rendering its opinions to the Board of Directors of Accellent on the date hereof, it being understood that our opinion speaks only as of the date hereof and that no such reliance will have any effect on the scope, phrasing or originally intended use of our opinion.

 

Very truly yours,

 

/s/ Hogan Lovells US LLP

 

HOGAN LOVELLS US LLP

 

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SCHEDULE 1

California Corporate Guarantors:

 

1. American Technical Molding, Inc.

 

2. Micro-Guide, Inc.

Colorado LLC Guarantors:

 

1. Accellent LLC

 

2. G&D, LLC

Colorado Corporate Guarantor:

 

1. National Wire & Stamping, Inc.

Virginia LLC Guarantor:

 

1. Noble-Met LLC