Attached files
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8-K - FORM 8-K - DANA INC | l41699e8vk.htm |
EX-1.1 - EX-1.1 - DANA INC | l41699exv1w1.htm |
EX-99.1 - EX-99.1 - DANA INC | l41699exv99w1.htm |
Exhibit 5.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
1285 Avenue of the Americas
New York, New York 10019-6064
January 28, 2011
Dana Holding Corporation
3939 Technology Drive
Maumee, Ohio 43537
3939 Technology Drive
Maumee, Ohio 43537
Registration Statement on Form S-3 (File No. 333-171826)
Ladies and Gentlemen:
We have acted as counsel to Dana Holding Corporation, a Delaware corporation (the Company),
in connection with the Registration Statement on Form S-3ASR (File No. 333-171826) (the
Registration Statement), which became effective on January 24, 2011. You have asked us to furnish
our opinion as to the legality of $400,000,000 aggregate principal amount of the Companys 6.500%
Notes due 2019 (the 2019 Notes) and $350,000,000 aggregate principal amount of the Companys
6.750% Notes due 2021 (the 2021 Notes and, together with the 2019 Notes, the Notes), which are
registered under the Registration Statement and which are being sold today pursuant to an
Underwriting Agreement, dated as of January 25, 2011 (the Underwriting Agreement), by and among
Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Barclays Capital Inc., as representatives of the several underwriters named
therein (the Underwriters), and the Company.
The Notes are to be issued under an Indenture, dated as of January 28, 2011 (the Base
Indenture), among the Company and Wells Fargo Bank, National Association, as trustee (the
Trustee), as amended and supplemented by the First Supplemental Indenture, dated as of January
28, 2011 (the First Supplemental Indenture and, together with the Base Indenture, the
Indenture).
Dana Holding Corporation
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In connection with the furnishing of this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the following documents:
1. | the Registration Statement; | ||
2. | the preliminary prospectus supplement dated January 24, 2011; | ||
3. | the pricing term sheet dated January 25, 2011 set forth on Schedule IV to the Underwriting Agreement; | ||
4. | the final prospectus supplement dated January 25, 2011; | ||
5. | the Underwriting Agreement; | ||
6. | the Indenture; and | ||
7. | the form of Notes to be issued on the date of this letter. |
In addition, we have examined (i) such corporate records of the Company as we have considered
appropriate, including a copy of the certificate of incorporation, as amended, and by-laws, as
amended, of the Company, (ii) copies of resolutions of the board of directors of the Company
relating to the issuance of the Notes, and (iii) such other certificates, agreements and documents
as we deemed relevant and necessary as a basis for the opinion expressed below.
We have also relied upon oral and written statements of officers and representatives of the
Company, the representations and warranties of the Company made in the Underwriting Agreement as to
factual matters and upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all individuals who have
executed any of the documents reviewed by us, the authenticity of all documents submitted to us as
originals, the conformity to the originals of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or other documents, the
authenticity of all such latter documents and that the statements regarding matters of fact in the
certificates, records, agreements, instruments and documents that we have examined are accurate and
complete.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we
are of the opinion that the Notes, when duly authenticated by the Trustee, and duly issued and
delivered by the Company against payment as provided in the Underwriting Agreement, will constitute
valid and legally binding obligations of the Company, enforceable against the Company in accordance
with their terms, except that
Dana Holding Corporation
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the enforceability of the Notes may be subject to bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws affecting creditors rights generally
and subject to general principles of equity (regardless of whether enforceability is considered in
a proceeding in equity or at law).
The opinion expressed above is limited to the laws of the State of New York, the Delaware
General Corporation Law and the federal laws of the United States of America. Our opinion is
rendered only with respect to the laws, and the rules, regulations and orders under those laws,
that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to
the use of our name under the heading Legal Matters in the base prospectus included in the
Registration Statement and in the final prospectus supplement. In giving this consent, we do not
hereby admit that we come within the category of persons whose consent is required by the
Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP