Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Amendment No. 1 96 457K
2: EX-5.1 Opinion Re: Legality 2 14K
3: EX-12.1 Computation of Ratio of Earnings 1 10K
4: EX-23.1 Consent of Independent Public Accountants 1 8K
5: EX-23.2 Consent of Independent Accountants 1 9K
6: EX-23.4 Consent of Independent Appraiser 1 10K
7: EX-23.5 Consent of Independent Financial Professionals 1 8K
EX-5.1 — Opinion Re: Legality
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Exhibit 5.1
Sonnenschein Nath & Rosenthal
1221 Avenue of the Americas
Suite 2400
New York, New York 10020
April 14, 1999
Harvard Industries, Inc.
3 Werner Way
Lebanon, New Jersey 08833
Ladies and Gentlemen:
You have requested our opinion as counsel to Harvard Industries, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of the Company's Registration Statement on Form S-4, No. 333-71137 (the
"Registration Statement") relating to the proposed offer to exchange (the
"Exchange Offer") the Company's 14 1/2% Senior Secured Notes due 2003 (the "New
Notes"), for all outstanding 14 1/2% Senior Secured Notes due 2003 of the
Company, such New Notes to be issued pursuant to an Indenture, dated as of
November 24, 1998 (the "Indenture"), by and among the Company, certain of its
subsidiaries (the "Subsidiary Guarantors") and Norwest Bank Minnesota, National
Association, as Trustee (the "Trustee"). Payment of the New Notes will be
guaranteed by the Subsidiary Guarantors in accordance with the terms of the
Indenture (the "Subsidiary Guarantees" and, together with the New Notes, the
"Securities").
We have participated in the preparation of the Registration Statement
and, in connection therewith, have examined and relied upon the originals or
copies of such records, agreements, documents and other instruments, and have
made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as the basis for the opinion hereinafter set forth. In
such examination, we have assumed, without independent verification, the
genuineness of all signatures (whether original or photostatic), the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, and the conformity to authentic original documents of all
documents submitted to us as certified or photostatic copies. We have assumed,
without independent verification, the accuracy of the relevant facts stated
therein. In making our examination of documents executed by parties other than
the Company and its subsidiaries, we have assumed that such parties 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, and execution and delivery by such parties of such documents and the
validity and binding effect thereof. As to any other facts material to the
opinion expressed herein that were not independently established or verified, we
have relied upon statements and representations of officers and employees of the
Company.
Based upon the foregoing and subject to the assumptions and
qualifications set forth herein, it is our opinion that:
1. The Company is a corporation validly existing in good standing under
the laws of the State of Delaware.
2. The Securities have been duly authorized, and when issued, assuming
due authentication of the New Notes by the Trustee, will be valid and binding
obligations of the Company or the respective Subsidiary Guarantors, as the case
may be, enforceable against them in accordance with their terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, fraudulent transfer,
Harvard Industries, Inc.
April 14, 1999
Page 2
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally and subject to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity).
The foregoing opinions are limited to the laws of the State of New York,
the laws of the United States of America and the general corporate law of the
State of Delaware, and do not purport to express any opinion on the laws of any
other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm and this opinion under
the heading "Validity of the Notes" in the prospectus comprising a part of such
Registration Statement and any amendment thereto. In giving such consent, we do
not hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Except to the extent provided in the preceding paragraph, this opinion is
rendered solely to the Company in connection with the Exchange Offer and may not
be relied upon by, nor may copies be delivered to, any other person or entity
for any purpose without our prior written consent.
Very truly yours,
SONNENSCHEIN NATH & ROSENTHAL
By: /s/ PHILIP A. HABER
-----------------------
Philip A. Haber
Dates Referenced Herein and Documents Incorporated by Reference
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