American Axle & Manufacturing Holdings Inc – ‘S-8’ on 7/21/00 – EX-5

On:  Friday, 7/21/00, at 3:48pm ET   ·   Effective:  7/21/00   ·   Accession #:  950124-0-4328   ·   File #:  333-41976

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration Statement on Form S-8                     8     40K 
 2: EX-5        Opinion of Patrick S. Lancaster                        2±     9K 
 3: EX-23.01    Consent of Deloitte & Touche LLP                       1      6K 
 4: EX-23.02    Consent of Ernst & Young LLP                           1      6K 
 5: EX-24       Power of Attorney                                      2±    11K 

EX-5   —   Opinion of Patrick S. Lancaster

EX-5
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(AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.                     EXHIBIT 5     
LETTERHEAD APPEARS HERE)                                                    

                                                                 July 20, 2000

American Axle & Manufacturing Holdings, Inc.                                    
1840 Holbrook Avenue                                                            
Detroit, Michigan  48212                                                        

Ladies and Gentlemen:                                                           

    I am Vice President and Secretary of American Axle & Manufacturing
Holdings, Inc. a Delaware corporation (the "Company"), in connection with the   
Registration Statement on Form S-8 (the "Registration Statement") which the     
Company intends to file with the Securities Exchange Commission (the            
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to shares of the common stock, par value $.01 per share, of the Company (the    
"Shares"), in connection with the American Axle & Manufacturing of Michigan,    
Inc. Amended and Restated Management Stock Option Plan dated as of November 15, 
1997, as amended; American Axle & Manufacturing of Michigan, Inc. Replacement   
Plan, dated as of October 29, 1997, as amended; American Axle & Manufacturing of
Michigan, Inc. Nonqualified Stock Option Agreement dated as of October 29, 1997;
and the 1999 American Axle & Manufacturing of Michigan. Inc. Stock Incentive    
Plan dated as of January 8, 1999 (the "Plans").                                 

 I have examined copies of the Plans, the Registration Statement
(including the exhibits thereto) and the related Prospectus (the "Prospectus"). 
In addition, I have examined, and have relied as to matters of fact upon, the   
originals, or duplicates or certified or conformed copies, of such records,     
agreements, instruments and other documents and have made such other and further
investigations as we have deemed relevant and necessary in connection with the  
opinions expressed herein. As to questions of fact material to this opinion, I  
have relied upon certificates of public officials and representations of        
officers and representatives of the Company.                                    

        In such examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents        
submitted to us as originals, the conformity to original documents of all       
documents submitted to us as duplicates or certified or conformed copies, and   
the authenticity of such latter documents.                                      

        I am of the opinion that when appropriate action has been taken by the
Board of Directors of the Company and when such Shares have been awarded to     
participants in the Plan ("Participants"), or issued upon exercise of options   
granted to Participants, in each case in accordance with the provisions of the  
Plan, any Shares to be so awarded or issued to such Participants will be validly
issued, fully paid and nonassessable.                                           

      I am a member of the Bar of the State of Michigan and do not express
any opinion herein concerning any law other than the law of the State of        
Michigan.                                                                       

        I hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement.                                                     

             Very truly yours,

                    /s/ Patrick S. Lancaster
                Patrick S. Lancaster
                        Vice President and Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		7/21/00
		7/20/00
		1/8/99		S-1/A
		11/15/97
		10/29/97
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