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Exhibit 5.2

Eckert Seamans Cherin & Mellott, LLC U.S. Steel Tower 600 Grant Street, 44th Floor Pittsburgh, PA  15219

TEL          412 566 6000 FAX          412 566 6099 www.eckertseamans.com

June 29, 2020

Westinghouse Air Brake Technologies Corporation

30 Isabella Street

Pittsburgh, Pennsylvania 15212

 

Ladies and Gentlemen:

We have acted as special Ohio counsel to Schaefer Equipment, Inc., an Ohio corporation (the “Ohio Guarantor”), in connection with the purchase from Westinghouse Air Brake Technologies Corporation, a Delaware corporation (the “Company”), by the several underwriters named in Schedule A to the Underwriting Agreement (as defined below) (collectively, the “Underwriters”) pursuant to that certain Underwriting Agreement dated as of June 16, 2020 (the “Underwriting Agreement”) among the Company, the guarantors named therein, including the Ohio Guarantor (collectively, the “Guarantors”), and BofA Securities, Inc., J.P. Morgan Securities LLC and PNC Capital Markets LLC, acting as representatives of the Underwriters (in such capacity, the “Representatives”), of $500,000,000 aggregate principal amount of the Company’s 3.200% Senior Notes due 2025 (collectively, the “Notes”), issued under the Indenture (as defined below).  As used in this opinion letter, (a) that certain Indenture dated as of August 8, 2013 between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture dated as of November 3, 2016 among the Company, the guarantors party thereto and the Trustee, and the Tenth Supplemental Indenture dated as of June 6, 2019 among the Company, the guarantors party thereto and the Trustee, is collectively referred to herein as the “Base Indenture” and (b) the Base Indenture, as further amended and supplemented by that certain Eleventh Supplemental Indenture dated as of the date hereof among the Company, the Guarantors and the Trustee (the “Eleventh Supplemental Indenture”), is collectively referred to herein as the “Indenture.”

Unless otherwise defined herein, capitalized terms used herein have the meanings ascribed to such terms in the Underwriting Agreement.  In connection with representing the Ohio Guarantor in the transactions contemplated by the Underwriting Agreement (collectively, the “Transactions”), we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents:

 

 

Westinghouse Air Brake Technologies Corporation June 29, 2020 Page 2

 

 

 

 

The documents identified in clauses (a) through (c) above are sometimes referred to herein collectively as the “Transaction Documents.”  We have assumed that there are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing among the parties, that would, in either case, define, supplement or qualify the terms of the Transaction Documents.

In addition, we have examined such certificates, agreements and documents, have made such inquiry of the Ohio Guarantor and officers, directors and other representatives of the Ohio Guarantor and have made such investigations of law as we have deemed appropriate for the purpose of providing the opinions hereinafter expressed.

In our examination, we have assumed the validity and genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals (and the authenticity of such originals) of all documents submitted to us as copies and the accuracy and completeness of all documents submitted to us.  As to various factual matters, we have assumed the accuracy, completeness and genuineness of, and have relied on, to the extent we have deemed reliance appropriate, (i) the factual matters and statements contained in the Transaction Documents and in various certificates delivered to you in connection with the Transactions, (ii) oral and written representations and assurances made to us by officers, directors and other representatives of the Ohio Guarantor and (iii) as to certain matters, certificates of public officials.  Although we have no knowledge that any such factual matter is untrue, we have not conducted any investigation or verification of such factual matters.

In rendering the opinions expressed herein, we also have assumed (other than, with respect to the Ohio Guarantor, clauses (i) through (v) below) that (i) each party to the Transaction Documents is validly existing under the laws of the jurisdiction governing its organization, has duly authorized, executed and delivered each of the Transaction Documents to which it is a party, and has the power and authority to do so and to perform its obligations under each such Transaction Document; (ii) all persons acting on behalf of parties to the Transactions or signing the Transaction Documents on behalf of each party thereto have the authority to do so; (iii) each party to the Transactions has complied with all legal requirements pertaining to its status as such status relates to its rights to enforce the Transaction Documents against the Ohio Guarantor; (iv) no consent, approval, authorization, declaration or filing by or with any governmental authority is required for the valid execution and delivery of the Transaction Documents by any party thereto; (v) each of the Transaction Documents constitutes the legal, valid and binding obligation of each party thereto, enforceable against such party in accordance with its terms; (vi) all natural persons signing the Transaction Documents have sufficient legal capacity to do so; (vii) each party to the Transaction Documents has acted and will act in good faith and will seek to enforce its rights and remedies under the Transaction Documents in a commercially reasonable manner; (viii) the Transactions comply with all applicable tests of good faith, fairness and conscionability required by law; (ix) there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence; (x) sufficient consideration has been exchanged by all parties to support their respective obligations under the Transaction Documents; and (xi) the result of the application of New York law as specified in the Transaction Documents will not be contrary to a fundamental policy of the law of any other state with which the parties may have material or relevant contacts and as to which there is a materially greater interest in determining an issue of choice of law.

Each of the assumptions set forth above is made without independent investigation or verification but without reason to believe that such assumption is incorrect.

Wherever an opinion or confirmation regarding a particular factual matter is indicated herein to be based on our knowledge or qualified by words of similar import, we intend to signify that no lawyer in our firm who has actively participated in the negotiation of the Transactions, the drafting of the Transaction Documents or otherwise represented the Ohio Guarantor in connection with the Transactions, is aware at this time of facts or other information inconsistent with such opinion or confirmation; no constructive or imputed knowledge is within the coverage of any such opinion or confirmation.  We have not made or undertaken to make any investigation, inquiry or analysis with respect to opinions or confirmations which are indicated to be based on our knowledge, nor have we conducted a review of the firm’s files, other than the firm’s files in connection with the Transactions.

Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth below, we are of the opinion that:

 

 

 

 

 

 

 

 

 

The foregoing opinions are further subject to the following qualifications and limitations:

 

 

 

 

 

The opinions herein are given as of the date hereof.  We assume no obligation to update or supplement any of the opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

The opinions expressed in this letter are given solely for the benefit of the Company and its successors and assigns in connection with the Transactions.  The opinions expressed in this letter may not be relied upon, in whole or in part, by the Company or its successors or assigns for any other purpose, or relied upon by any other person or entity for any purpose, without our prior written consent; provided, however, that, subject to the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, K&L Gates LLP may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of rendering its opinion letter to the Company as delivered on the date hereof.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed on the date hereof.

Very truly yours,

/s/ Eckert Seamans Cherin & Mellott, LLC

ECKERT SEAMANS CHERIN & MELLOTT, LLC

JJK/GAW/DS/keu

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