Exhibit 5.5
(XXXXX XXXX LOGO)
ATTORNEYS AT LAW XXX X. XXXXXXXXXX
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A LIMITED LIABILITY PARTNERSHIP 1500 Woodmen Tower
EST. 1873 Omaha, Nebraska 68102.2068
402.344.0500
Xxxxx X. Xxxxxx xxx.xxxxxxxxx.xxx
Xxxxxxx X. Xxxxxxxxx Direct Dial: 000.000.0000
Xxxxxx X. Xxxxxxxx Direct Fax: 000.000.0000
Xxxx X. Xxxxxxxxx E-Mail: xxxxxxxxxxx@xxxxxxxxx.xxx
Xxxx X. Xxxxx Also admitted in Iowa
Xxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxx
Xxxx X. Xxxxxx
Xxxxxxx X. Xxxx
Xxxx Xxxxx Xxx
Xxxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxx August 20, 2004
Xxxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
Xxxxxxx X. Xxxxxxxx Neenah Foundry Company
Xxxx X. Xxxxxx 0000 Xxxxxx Xxxxxx
Xxxxxx X. Xxxxxx P.O. Box 729
Xxxx X. Xxxxxxxxxx Xxxxxx, Wisconsin 54957
Xxxx X. Xxxx
Xxxxxx X. Xxxxxx Re: Registration Statement on Form S-1
Xxxxxx X. Xxxxxx
Xxxxx X. X'Xxxxxx Ladies and Gentlemen:
Xxxxxxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxxxxx We are issuing this opinion letter in our
Xxxxxxx X. Xxxxxx capacity as special legal counsel to Xxxxxx Foundry,
Xxxxxx X. Xxxxxxx Inc. (the "Nebraska Guarantor"), in connection with
X. Xxxxxxx Xxxxxx the proposed registration by the Nebraska Guarantor
Xxxx X. Xxxxx of its respective guarantees (the "Nebraska
Xxxxxx X. Xxxxx Guarantee") of those certain 11% Senior Secured Notes
X.X. Xxxxxxxxx due 2010 issued by Xxxxxx Foundry Co. in the
Xxxx X. Xxxxxxxx aggregate principal amount of $133,130,000 (the
Xxxxxxx X. Person "Notes") pursuant to a Registration Statement on Form
Xxxxxxxx X. Xxxxxxxxxxx S-1 filed with the Securities and Exchange Commission
Xxxxxxxx X. Xxxxx (the "Commission") under the Securities Act of 1933,
Xxxxxx X. Xxxxxxxx as amended (the "Securities Act"). Such Registration
Xxxxx X. Xxxxx Statement, as amended or supplemented, is hereinafter
Xxxxx X. Xxxx referred to as the "Registration Statement."
Xxxxx X. Xxxxxx
Xxxxxxxxxxx X. Xxxxxxx In that connection, we have examined originals,
Xxxxx X. Xxxxx or copies certified or otherwise identified to our
Xxxxxxx X. Xxxxxx satisfaction, of the following documents, corporate
Xxxxx X. Xxxxxxx records and other instruments as we have deemed
X. Xxxxxx Xxxxxxxx necessary for the purposes of this opinion: (i) the
Xxxxx X. Xxxxx Articles of Incorporation and Bylaws of the Nebraska
Xxx X. Xxxxxxxxxx Guarantor, (ii) minutes and records of the corporate
Xxxx X.X. XxXxxxxx proceedings of the Nebraska Guarantor with respect to
Xxxxxxxxx Xxxxx-Xxxxxx the issuance of the Nebraska Guarantee, (iii) the
Xxxxxx X. Xxxxx indenture governing the Notes; (iv) the Registration
Xxxxx X. Xxxxxx-Xxx Statement; and (v) the Notes and Nebraska Guarantee.
Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxxx For purposes of this opinion, we have assumed
Xxxx X. Xxxxxxxxxx (i) the authenticity of all documents submitted to us
Xxxxxxxxxx X. Xxxxxxx as originals; (ii) the conformity to the originals of
Xxxxxxxx X. Xxxxxx all documents submitted to us as copies and the
Xxxxxxx X. Xxxxxxx authenticity of the originals of all documents
Xxxxxxx X. Xxxxxxxx submitted to us as copies; (iii) the genuineness of
Xxxxxxx X. Xxxxx the signatures of persons signing all documents in
Xxxxxxx X. Xxxxxxx connection with which this opinion is rendered, the
Xxxx X. Xxxxx authority of such persons signing on behalf of the
Mark P.A. Xxxxxx parties thereto
Of Counsel
D. Xxxx Xxxxxxxx
BAIRD, HOLM, XXXXXXXX, XXXXXXXX, XXXXXX & XXXXXXXXX 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 Xxxxxxxx
& Xxxxx LLP may rely on this opinion.
Yours very truly,
/s/ Xxx X. Xxxxxxxxxx
XXXXX, XXXX, XXXXXXXX, XXXXXXXX,
XXXXXX & XXXXXXXXX LLP
BAIRD, HOLM, XXXXXXXX, XXXXXXXX, XXXXXX & XXXXXXXXX LLP
Member of Lex Mundi, The World's Leading Association of Independent Law Firms
