Attached files
Exhibit 5.10
ATTORNEYS AT
LAW |
||||||
SAMUEL S. LIONEL GRANT SAWYER (1918-1996) JON R. COLLINS (1923-1987) RICHARD H. BRYAN JEFFREY P. ZUCKER PAUL R. HEJMANOWSKI ROBERT D. FAISS DAVID N. FREDERICK RODNEY M. JEAN HARVEY WHITTEMORE TODD TOUTON CAM FERENBACH LYNDA S. MABRY MARK H. GOLDSTEIN KIRBY J. SMITH COLLEEN A. DOLAN JENNIFER A. SMITH DAN R. REASER PAUL E. LARSEN |
ALLEN J. WILT LYNN S. FULSTONE RORY J. REID DAN C. McGUIRE JOHN E. DAWSON FRED D. PETE GIBSON, III CHARLES H. McCREA JR. GREGORY E. SMITH MALANI L. KOTCHKA LESLIE BRYAN HART CRAIG E. ETEM TODD E. KENNEDY MATTHEW E. WATSON JOHN M. NAYLOR WILLIAM J. McKEAN ELIZABETH BRICKFIELD GREGORY R. GEMIGNANI LINDA M. BULLEN LAURA J. THALACKER DOREEN SPEARS HARTWELL LAURA K. GRANIER MAXIMILIANO D. COUVILLIER III |
1700
BANK OF AMERICA PLAZA
|
MICHAEL D. KNOX ERIN FLYNN JENNIFER ROBERTS MEREDITH L. MARKWELL DOUGLAS A. CANNON RICHARD T. CUNNINGHAM MATTHEW R. POLICASTRO JENNIFER J. DiMARZIO PEARL L.GALLAGHER CHRISTINE D. SMITH SUSAN L. MYERS BRIAN S. PICK JENNIFER L. BRASTER LUCAS J. TUCKER CHRISTOPHER WALTHER KEVIN J. HEJMANOWSKI |
KETAN D. BHIRUD LAUREN D. CALVERT-ARNOLD ROBERT W. HERNQUIST CHRISTIAN HALE TIMOTHY R. MULLINER COURTNEY MILLER O'MARA BRIAN H. SCHUSTERMAN MOHAMED A. IQBAL, JR. KELLY R. KICHLINE MARK J. GARDBERG ELIZABETH A. HIGH JAMES B. GIBSON GREG J. CARLSON ABIGAYLE F. DANG JING ZHAO JOHN TENNERT | ||
OF COUNSEL RICHARD J. MORGAN* ELLEN WHITTEMORE CHRISTOPHER MATHEWS MARK A. CLAYTON *ADMITTED IN CA ONLY | ||||||
WRITERS DIRECT DIAL NUMBER (702) 383-8837 MGOLDSTEIN@LIONELSAWYER.COM |
Meritor, Inc.
2135 West Maple Road
Troy, MI 48084
Ladies and Gentlemen:
As special Nevada counsel for Meritor, Inc., a Nevada corporation (the Nevada Guarantor), we have been requested to render an opinion for that certain Underwriting Agreement dated 10 February, 2014 between Meritor, Inc., an Indiana corporation (the Company), and the Guarantors, on the one hand, and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., RBC Capital Markets, LLC and RBS Securities Inc. for themselves and as Representatives of the other Underwriters named in Schedule A thereto (together with the Representative, the "Underwriters"), on the other hand (the "Agreement").
The Company is issuing and selling to the Underwriters an aggregate of $225,000,000 aggregate principal amount of its 6-1/4% Notes due 2024 (the "Notes"). The Notes are being issued pursuant to an indenture dated as of April 1, 1998, among the Company and The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as Trustee, as supplemented by a First Supplemental Indenture dated as of July 7, 2000, a Second Supplemental Indenture dated as of July 6, 2004, a Third Supplemental Indenture dated as of June 23, 2006, a Fourth Supplemental Indenture dated as of March 3, 2010, a Fifth Supplemental Indenture, dated as of May 23, 2013, a Sixth Supplemental Indenture, dated as of May 31, 2013 and a Seventh Supplemental Indenture (the Seventh Supplemental Indenture), dated as of February 13, 2014 (as so supplemented, the Indenture). All capitalized terms not defined herein shall have the same definitions as those ascribed to them in the Agreement or, if not defined therein, in the Indenture.
RENO OFFICE: 1100 BANK OF AMERICA PLAZA, 50 WEST LIBERTY STREET RENO, NEVADA 89501 (775) 788-8666 FAX (775) 788-8682
CARSON CITY OFFICE: 410 SOUTH CARSON STREET CARSON CITY, NEVADA 89701 (775) 851-2115 FAX (775) 841-2119
Meritor, Inc.
February 13, 2014
Page 2
We have examined:
a. | Agreement; | ||
b. | the Indenture; | ||
c. | the Notes; | ||
d. | the form of the Guarantee to be signed by the Nevada Guarantor; | ||
e. | Articles of Incorporation for the Nevada Guarantor certified by the Nevada Secretary of State; | ||
f. | Good Standing Certificate for the Nevada Guarantor from the Nevada Secretary of State; | ||
g. | Resolutions of the Board of Directors of the Nevada Guarantor certified by an officer of the Company; and | ||
h. | Bylaws of the Nevada Guarantor certified by an officer of the Company. |
We have not reviewed, and express no opinion as to, any instrument or agreement referred to or incorporated by reference in the foregoing documents.
We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to originals of all copies of all documents submitted to us. We have relied upon the certificates of all public officials and corporate officers with respect to the accuracy of all matters contained therein.
Based on the foregoing and subject to the following we are of the opinion that the Nevada Guarantor has the corporate authority to execute and deliver its Guarantee.
We express no opinion as to the laws of any jurisdiction other than the State of Nevada.
Meritor, Inc.
February 13, 2014
Page 3
We hereby consent to the filing of this opinion letter as an Exhibit to a Current Report on Form 8-K to be filed by the Company. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, |
/s/ Lionel Sawyer & Collins |
Lionel Sawyer & Collins |