Exhibit 5.5
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ATTORNEYS AT LAW ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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A LIMITED LIABILITY PARTNERSHIP 1500 Woodmen Tower
EST. 1873 Omaha, Nebraska 68102.2068
402.344.0500
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Direct Dial: ▇▇▇.▇▇▇.▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Direct Fax: ▇▇▇.▇▇▇.▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ E-Mail: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇ Also admitted in Iowa
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ August 20, 2004
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Neenah Foundry Company
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ P.O. Box 729
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Wisconsin 54957
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Re: Registration Statement on Form S-1
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇ Ladies and Gentlemen:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ We are issuing this opinion letter in our
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ capacity as special legal counsel to ▇▇▇▇▇▇ Foundry,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Inc. (the "Nebraska Guarantor"), in connection with
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ the proposed registration by the Nebraska Guarantor
▇▇▇▇ ▇. ▇▇▇▇▇ of its respective guarantees (the "Nebraska
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Guarantee") of those certain 13% Senior Subordinated
▇.▇. ▇▇▇▇▇▇▇▇▇ Notes due 2013 issued by ▇▇▇▇▇▇ Foundry Co. in the
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ aggregate principal amount of $100,000,000 (the
▇▇▇▇▇▇▇ ▇. Person "Notes") pursuant to a Registration Statement on Form
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ S-1 filed with the Securities and Exchange Commission
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (the "Commission") under the Securities Act of 1933,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as amended (the "Securities Act"). Such Registration
▇▇▇▇▇ ▇. ▇▇▇▇▇ Statement, as amended or supplemented, is hereinafter
▇▇▇▇▇ ▇. ▇▇▇▇ referred to as the "Registration Statement."
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ In that connection, we have examined originals,
▇▇▇▇▇ ▇. ▇▇▇▇▇ or copies certified or otherwise identified to our
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ satisfaction, of the following documents, corporate
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ records and other instruments as we have deemed
▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ necessary for the purposes of this opinion: (i) the
▇▇▇▇▇ ▇. ▇▇▇▇▇ Articles of Incorporation and Bylaws of the Nebraska
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Guarantor, (ii) minutes and records of the corporate
▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇ proceedings of the Nebraska Guarantor with respect to
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇▇ the issuance of the Nebraska Guarantee, (iii) the
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ indenture governing the Notes; (iv) the Registration
▇▇▇▇▇ ▇. ▇▇▇▇▇▇-▇▇▇ Statement; and (v) the Notes and Nebraska Guarantee.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ For purposes of this opinion, we have assumed
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ (i) the authenticity of all documents submitted to us
▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as originals; (ii) the conformity to the originals of
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ all documents submitted to us as copies and the
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ authenticity of the originals of all documents
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ submitted to us as copies; (iii) the genuineness of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ the signatures of persons signing all documents in
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ connection with which this opinion is rendered, the
▇▇▇▇ ▇. ▇▇▇▇▇ authority of such persons signing on behalf of the
Mark P.A. ▇▇▇▇▇▇ parties thereto
Of Counsel
D. ▇▇▇▇ ▇▇▇▇▇▇▇▇
BAIRD, HOLM, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
Member of Lex Mundi, The World's Leading Association of Independent Law Firms
August 20, 2004
Page Two
other than the Nebraska Guarantor, and the due authorization, execution and
delivery of all documents by the parties thereto other than the Nebraska
Guarantor; and (iv) that all parties other than the Nebraska Guarantor had the
power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authentication by all requisite action, corporate or other, to
enter into and perform all obligations thereunder and also have assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and, except as set forth in our
opinion below, the validity and binding effect thereof on such parties.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that the Nebraska Guarantee has been duly authorized, executed and delivered by
the Nebraska Guarantor.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. 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 of the rules and regulations of
the Commission.
Our advice on every legal issue addressed in this letter is based
exclusively on the internal law of the State of Nebraska.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion after the date the
Registration Statement is declared effective.
This opinion is furnished to you in connection with the filing of the
Registration Statement and in accordance with the requirements of Item 601(b)(5)
of Regulation S-K promulgated under the Securities Act. The law firm of ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇ LLP may rely on this opinion.
Yours very truly,
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
BAIRD, HOLM, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
Member of Lex Mundi, The World's Leading Association of Independent Law Firms
