<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997.
REGISTRATION NO. 333-37703
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
DELCO REMY INTERNATIONAL, INC.
DELCO REMY AMERICA, INC. REMY INTERNATIONAL, INC.
REMAN HOLDINGS, INC. NABCO, INC.
THE A&B GROUP, INC. A&B ENTERPRISES, INC.
DALEX, INC. A&B CORES, INC.
R&L TOOL COMPANY, INC. MCA, INC. OF MISSISSIPPI
POWER INVESTMENTS, INC. FRANKLIN POWER PRODUCTS, INC.
INTERNATIONAL FUEL SYSTEMS, INC. MARINE DRIVE SYSTEMS, INC.
MARINE CORPORATION OF AMERICA POWRBILT PRODUCTS, INC.
WORLD WIDE AUTOMOTIVE, INC.
(EXACT NAMES OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
----------------
2902 ENTERPRISE DRIVE, ANDERSON, INDIANA 46013, TELEPHONE: (765) 778-6499
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
SUSAN E. GOLDY, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
DELCO REMY INTERNATIONAL, INC.
2902 ENTERPRISE DRIVE, ANDERSON, INDIANA, 46013, TELEPHONE (765) 778-6799
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
----------------
COPIES TO:
CHRISTOPHER G. KARRAS, ESQ. MARC S. ROSENBERG, ESQ.
DECHERT PRICE & RHOADS CRAVATH, SWAINE & MOORE
4000 BELL ATLANTIC TOWER WORLDWIDE PLAZA
1717 ARCH STREET 825 EIGHTH AVENUE
PHILADELPHIA, PENNSYLVANIA 19103-2793 NEW YORK, NEW YORK 10019
(215) 994-4000 (212) 474-1000
================================================================================
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The following exhibits are filed herewith unless otherwise indicated:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1** Form of Underwriting Agreement
3.1+++++ Form of Certificate of Incorporation of the Company, as amended
3.2++++ By-laws of the Company
4.1** Form of Indenture, including form of Note
5.1 Opinion of Dechert Price & Rhoads, counsel to the Company, Delco
Remy America, Inc. ("DRA") Reman Holdings, Inc. Remy
International, Inc. and Marine Drive Systems, Inc.
5.2 Opinion of Young, Williams, Henderson & Fuselier, P.A., counsel
to the A & B Group, Inc., A & B Enterprises, Inc., Dalex, Inc.,
A & B Cores, Inc., MCA, Inc. of Mississippi and R & L Tool
Company, Inc.
5.3 Opinion of Porteous & White P.C., counsel to Nabco, Inc.
5.4 Opinion of Stephen Plopper & Associates, P.C., counsel to Power
Investments, Inc., Franklin Power Products, Inc., International
Fuel Systems, Inc., Powrbilt Products, Inc. and Marine
Corporation of America, Inc.
5.5 Opinion of Hunton & Williams, counsel to World Wide Automotive,
Inc.
10.1++++ Light Duty Starter Motor Supply Agreement, dated July 31, 1994,
by and between Delco Remy America, Inc. ("DRA") and General
Motors Corporation ("GM")
10.2++++ Heavy Duty Component Supply Agreement, dated July 31, 1994, by
and between DRA and GM
10.3++++ Distribution and Supply Agreement, dated July 31, 1994, by and
between DRA and GM
10.4+ Trademark License, dated July 31, 1994, by and among DRA, DR
International, Inc. and GM
10.5+ Tradename License Agreement, dated July 31, 1994, by and among
DRA, DR International, Inc. and GM
10.6+ Partnership Agreement of Delco Remy Mexico S. de R.L. de C.V.,
dated April 17, 1997
10.7++ Joint Venture Agreement, dated , by and between Remy Korea
Holdings, Inc. and S.C. Kim
10.8+ Securities Purchase and Holders Agreement, dated July 29, 1994,
by and among the Company, CVC, WEP, MascoTech, Harold K.
Sperlich, James R. Gerrity and the individuals named therein as
Management Investors
10.9+ Registration Rights Agreement, dated July 29, 1994, by and among
the Company, CVC, WEP, MascoTech, Harold K. Sperlich, James R.
Gerrity and the individuals named therein as Management Investors
10.10+++ Employment Agreement, dated July 31, 1994 by and between Delco
Remy International, Inc. and Thomas J. Snyder
10.11++++ Form of Fourth Amended and Restated Financing Agreement, dated as
of , 1997, among the Company, certain of the Company's
subsidiaries signatories thereto and Bank One, Indianapolis,
National Association, The CIT Group/Business Credit, Inc.
10.12+ Indenture, dated as of August 1, 1996, among the Company, certain
of the Company's subsidiaries signatories thereto and National
City Bank of Indiana, as trustee
10.13++++ Form of 8% Subordinated Debenture of DRA, due July 31, 2004 in
favor of GM
10.14+ Contingent Purchase Price Note of DRA, in favor of GM, dated July
31, 1994
10.15++ Lease by and between ANDRA L.L.L. and DRA, dated February 9, 1995
10.16++ Lease by and between Eagle I L.L.L. and DRA, dated August 11,
1995
10.17+++++ Subordination Agreement, dated July 31, 1994, by and among the
CIT Group, Inc. and World Subordinated Debt Partners, L.P.
11.1+++++ Statement re Computation of Earnings per Share
12.1+ Statement re Computation of Ratios
21.1++++ Subsidiaries of Registrant
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
23.1** Consent of Ernst & Young LLP (see page II-13)
23.2** Consent of Fiedman & Fuller P.C. (see page II-14)
23.3 Consent of Dechert Price & Rhoads included in Exhibit 5.1
23.4 Consent of Young, Williams, Henderson & Fuselier P.A. included in
Exhibit 5.2
23.5 Consent of Porteous & White P.C. included in Exhibit 5.3
23.6 Consent of Stephen Plopper & Associates, P.C. included in Exhibit
5.4
23.7 Consent of Hunton & Williams included in Exhibit 5.5
24.1 Power of Attorney included on Signature Page
25.1** Form T-1 Statement of Eligibility of Trustee
</TABLE>
- --------
* To be filed by amendment.
** Previously filed.
+ Incorporated by reference to the Exhibit of the same number to the
Registration Statement on Form S-1 previously filed by the Company on
October 10, 1997, registering the issuance of the Company's Class A Common
Stock, par value $.01 per share.
++ Incorporated by reference to the Exhibit of the same number to Amendment
No. 1 to the Equity Registration Statement which was filed by the Company
on October 22, 1997.
+++ Incorporated by reference to the Exhibit of the same number to Amendment
No. 2 to the Equity Registration Statement which was filed by the Company
on November 21, 1997.
++++ Incorporated by reference to the Exhibit of the same number to Amendment
No. 3 to the Equity Registration Statement which was filed by the Company
on November 26, 1997.
+++++ Incorporated by reference to the Exhibit of the same number to Amendment
No. 4 to the Equity Registration Statement which was filed by the Company
on December 8, 1997.
(b) Financial Statement Schedules: None
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANTS
HAVE DULY CAUSED THIS AMENDMENT NO. 5 TO THE REGISTRATION STATEMENT TO BE
SIGNED ON THEIR BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF ANDERSON AND STATE OF INDIANA ON DECEMBER 9, 1997.
Delco Remy International, Inc.
By: Harold K. Sperlich
---------------------------------
Harold K. Sperlich
Chairman
FOR THE REGISTRANTS AS SET FORTH ON
THE FACING SHEET
By: David L. Harbert
----------------------------------
David L. Harbert
Vice President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 5 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE FOLLOWING CAPACITIES ON DECEMBER 9, 1997.
DELCO REMY INTERNATIONAL, INC.
Harold K. Sperlich* Chairman (principal
executive officer) and
Director
David L. Harbert* Executive Vice President and
Chief Financial Officer
(principal financial and
principal accounting officer)
E.H. Billig
_________________________
E.H. Billig Director
Richard M. Cashin, Jr.* Director
Michael A. Delaney* Director
James R. Gerrity* Director
Robert J. Schultz* Director
Thomas J. Snyder* Director
- -------------------------
* For manual signature, see page II-12.
II-6
<PAGE>
DELCO REMY AMERICA, INC.
Harold K. Sperlich * Chairman (principal executive
officer) and Director
David L. Harbert* Executive Vice President and
Chief Financial Officer
(principal financial and
principal accounting officer)
E.H. Billig
- ---------------------
E.H. Billig Director
Richard M. Cashin, Jr. * Director
Michael A. Delaney* Director
James R. Gerrity* Director
Thomas J. Snyder* Director
REMY INTERNATIONAL, INC.
Harold K. Sperlich * Chairman (principal executive
officer) and Director
David L. Harbert* Executive Vice President and
Chief Financial Officer
(principal financial and
principal accounting officer)
E.H. Billig
- ---------------------
E.H. Billig Director
Richard M. Cashin, Jr. * Director
Michael A. Delaney* Director
James R. Gerrity* Director
Thomas J. Snyder* Director
- -------------------------
*For manual signature, see page II-12.
II-7
<PAGE>
REMAN HOLDINGS, INC.
Harold K. Sperlich * Chairman (principal executive
officer) and Director
David L. Harbert* Executive Vice President and
Chief Financial Officer
(principal financial and
principal accounting officer)
E.H. Billig
- ---------------------
E.H. Billig Director
Richard M. Cashin, Jr. * Director
Michael A. Delaney* Director
James R. Gerrity* Director
Thomas J. Snyder* Director
NABCO, INC.
Nicholas J. Bozich* President and Chief Executive
Officer (principal executive
officer)
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting officer)
and Director
Thomas J. Snyder* Director
THE A&B GROUP, INC.
John M. Mayfield* President (principal executive
officer)
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting officer)
and Director
Thomas J. Snyder* Director
James R. Gerrity* Director
- -------------------------
* For manual signature, see page II-12.
II-8
<PAGE>
A&B ENTERPRISES, INC.
John M. Mayfield* President (principal
executive officer)
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting
officer) and Director
Thomas J. Snyder* Director
James R. Gerrity* Director
DALEX, INC.
John M. Mayfield* President (principal
executive officer)
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting
officer) and Director
Thomas J. Snyder* Director
James R. Gerrity* Director
A&B CORES, INC.
John M. Mayfield* President (principal
executive officer)
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting
officer) and Director
Thomas J. Snyder* Director
James R. Gerrity* Director
- -------------------------
* For manual signature, see page II-12.
II-9
<PAGE>
R&L TOOL COMPANY, INC.
John M. Mayfield* President (principal
executive officer)
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting
officer) and Director
Thomas J. Snyder* Director
James R. Gerrity* Director
MCA, INC. OF MISSISSIPPI
John M. Mayfield* President (principal
executive officer)
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting
officer) and Director
Thomas J. Snyder* Director
James R. Gerrity* Director
POWER INVESTMENTS, INC.
J. Michael Jarvis* President (principal
executive officer) and
Director
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting
officer) and Director
Thomas J. Snyder* Director
- -------------------------
* For manual signature, see page II-12.
II-10
<PAGE>
FRANKLIN POWER PRODUCTS, INC.
J. Michael Jarvis* President (principal
executive officer) and
Director
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting
officer) and Director
Thomas J. Snyder* Director
INTERNATIONAL FUEL SYSTEMS, INC.
J. Michael Jarvis* President (principal
executive officer) and
Director
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting
officer) and Director
Thomas J. Snyder* Director
MARINE DRIVE SYSTEMS, INC.
J. Michael Jarvis* President (principal
executive officer) and
Director
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting
officer) and Director
Thomas J. Snyder* Director
- -------------------------
* For manual signature, see page II-12
II-11
<PAGE>
MARINE CORPORATION OF AMERICA
J. Michael Jarvis* President (principal executive
officer) and Director
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting officer)
and Director
Thomas J. Snyder* Director
POWRBILT PRODUCTS, INC.
J. Michael Jarvis* President (principal executive
officer) and Director
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting officer)
and Director
Thomas J. Snyder* Director
WORLD WIDE AUTOMOTIVE, INC.
Richard L. Keister* President (principal executive
officer) and Director
David L. Harbert* Vice President, Treasurer
(principal financial and
principal accounting officer)
and Director
Thomas J. Snyder* Director
Thomas J. Snyder
*By: ________________________________
Thomas J. Snyder, Attorney-in-
Fact
II-12
<PAGE>
Exhibit 5.1
December 10, 1997
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, IN 46013
Re: Form S-1 Registration Statement
Registration No. 33-37703
-------------------------
Gentlemen and Ladies:
We have acted as counsel to Delco Remy International, Inc., a Delaware
corporation (the "Company"), Delco Remy America, Inc., a Delaware corporation
("DRA"), Reman Holdings, Inc., a Delaware corporation ("Reman"), Remy
International, Inc., a Delaware corporation ("Remy"), Marine Drive Systems,
Inc., a New Jersey corporation ("Marine Drive" and collectively with DRA, Reman,
and Remy, the "Relevant Subsidiaries"), The A&B Group, Inc., a Mississippi
corporation, A&B Enterprises, Inc., a Mississippi corporation, Dalex, Inc. a
Mississippi corporation, A&B Cores, Inc., a Mississippi corporation, MCA, Inc.
of Mississippi, a Mississippi corporation, R&L Tool Company, Inc., a Mississippi
corporation, Nabco, Inc. a Michigan corporation, Power Investments, Inc., an
Indiana corporation, Franklin Power Products, Inc., an Indiana corporation,
International Fuel Systems, Inc. an Indiana corporation, Marine corporation of
America, Inc., an Indiana corporation, Powrbilt Products, Inc., a Texas
corporation and World Wide Automotive, Inc., a Virginia corporation (such
companies collectively with the Relevant Subsidiaries, the "Guarantors") in
connection with the preparation and filing of the Registration Statement on Form
S-1 (Registration No. 33-37703), originally filed on October 10,
<PAGE>
Delco Remy International, Inc.
December 10, 1997
Page 2
1997, with the Securities and Exchange Commission under the Securities Act of
1933, as amended, and the Trust Indenture Act of 1939, as amended, and as
subsequently amended by amendments thereto filed on October 22, 1997, November
21, 1997, November 26, 1997, December 9, 1997 and an amendment to be filed today
(the "Registration Statement"), relating to the proposed issuance of an
aggregate of $130,000,000 principal amount of Senior Notes Due 2007 (the "Senior
Notes") of the Company and guaranteed by the Guarantors (the "Guaranties"). The
Senior Notes are to be issued pursuant to the terms of an Indenture
substantially in the form filed as Exhibit 4.1 to the Registration Statement
(the "Indenture"), between the Company and United States Trust Company of New
York, as Trustee.
We have participated in the preparation of the Registration Statement
and have made such legal and factual examination and inquiry which we have
deemed advisable for the rendering of this opinion. In making our examination
we have assumed the genuiness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to all authentic
original documents of all documents submitted to us as copies. Based on the,
foregoing it is our opinion that:
1. The Senior Notes have been duly authorized by the Company, and
when executed, authenticated and delivered in accordance with the terms of the
Indenture, and paid for in the manner and at the prices set forth in the
Registration Statement, will constitute legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization or other similar laws affecting creditors' rights or debtors'
obligations and to general principles of equity.
2. Each Guaranty issued by a Relevant Subsidiary has been duly
authorized by the respective Relevant Subsidiary and when executed,
authenticated and delivered in accordance with the terms of the Indenture and
when the Senior Notes have been paid for in the manner and at the price set
forth in the Registration Statement, will constitute the legal, valid and
binding obligation of each Relevant Subsidiary, enforceable against each
Relevant Subsidiary in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or
other similar laws affecting creditors' rights or debtors' obligations and to
general principles of equity.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions contemplated hereby. The opinions expressed
herein may not be used or relied upon by any other person nor may this letter or
any copies hereof be furnished to a third party, filed with a governmental
agency, quoted, cited or otherwise referred to without our prior written
consent, except as provided below.
<PAGE>
Delco Remy International, Inc.
December 10, 1997
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus contained
therein, under the caption "Legal Matters." Such consent does not constitute a
consent under Section 7 of the Securities Act ("Section 7"), since in consenting
to the reference to our firm under such heading we have not certified any part
of such Registration Statement and do not otherwise come within the categories
of persons whose consent is required under Section 7 or under the rules and
regulations promulgated by the Securities and Exchange Commission.
Very truly yours,
Dechert Price & Rhoads
<PAGE>
Exhibit 5.2
[LETTERHEAD OF YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A. APPEARS HERE]
December 9, 1997
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, IN 46013
Re: Form S-1 Registration Statement
Registration No. 33-37703
Gentlemen and Ladies:
We have acted as counsel to The A&B Group, Inc., a Mississippi corporation,
A&B Enterprises, Inc., a Mississippi corporation, Dalex, Inc., a Mississippi
corporation, A&B Cores, Inc., a Mississippi corporation, MCA, Inc. of
Mississippi, a Mississippi corporation, and R&L Tool Company, Inc., a
Mississippi corporation (each a "Subsidiary Guarantor" and collectively the
"Subsidiary Guarantors") in connection with the proposed guarantee of
$130,000,000 principal amount of __% Senior Notes Due 2007 (the "Senior Notes")
of Delco Remy International, Inc., a Delaware corporation (the "Company") by the
Subsidiary Guarantors (each a "Guaranty" and collectively the "Guaranties"). The
Senior Notes are to be issued pursuant to the terms of an indenture
substantially in the form filed as Exhibit 4.1 to the Registration Statement
(the "Indenture"), between the Company and United States Trust Company of New
York, as Trustee.
In making our examination and rendering the opinions set forth below, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to all authentic
original documents of all documents submitted to us as copies. Based on the
foregoing, it is our opinion that each Guaranty issued by a Subsidiary Guarantor
has been duly authorized by the respective Subsidiary Guarantor and when
executed, authenticated and delivered in accordance with the terms of the
Indenture and when the Senior Notes are paid for in the manner and at the price
set forth in the Registration Statement, will constitute the legal, valid and
binding obligation of each Subsidiary Guarantor, enforceable against each
Subsidiary Guarantor in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or
other similar laws affecting creditors' rights or debtors' obligations and to
general principles of equity.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions contemplated hereby. The opinions expressed
herein may not be used or relied upon by any other person nor may this letter or
any copies hereof be furnished to a third party, filed with a governmental
agency, quoted, cited or otherwise referred to without our prior written
consent, except as provided below.
<PAGE>
[LETTERHEAD OF YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A. APPEARS HERE]
Delco Remy International, Inc.
December 9, 1997
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus contained
therein, under the caption "Legal Matters." Such consent does not constitute a
consent under Section 7 of the Securities Act ("Section 7"), since in consenting
to the reference to our firm under such heading we have not certified any part
of such Registration Statement and do not otherwise come within the categories
of persons whose consent is required under Section 7 or under the rules and
regulations promulgated by the Securities and Exchange Commission.
Sincerely,
YOUNG, WILLIAMS, HENDERSON &
FUSELIER, P.A.
By: /s/ Don H. Goode
------------------------------
Don H. Goode
DHG:cmg
<PAGE>
Exhibit 5.3
[LETTERHEAD OF PORTEOUS & WHITE P.C. APPEARS HERE]
December 9, 1997
Nabco, Inc.
c/o Delco Remy International, Inc.
2902 Enterprise Drive
Anderson IN 46013
RE: Guarantee of Nabco, Inc.
Form S-1 Registration Statement
Registration No. 33-37703
Gentlemen and Ladies:
We have acted as counsel to Nabco, Inc., a Michigan Corporation ("Guarantor") in
connection with the guarantee by Nabco, Inc. of $130,000,000 principal amount
% Senior Notes Due 2007 (the "Senior Notes") of Delco Remy International, Inc.
("Company") and guaranteed by certain subsidiaries of the Company including
Nabco, Inc. in connection with which the Company has filed a Registration
Statement on Form S-1 (Registration No. 33-37703), originally filed on October
10, 1997, with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and the Trust Indenture Act of 1939, as amended, and as
subsequently amended by amendments thereto filed on October 22, 1997, November
21, 1997, November 26, 1997 and December 9, 1997 (the "Registration Statement").
The Senior Notes are to be issued pursuant to the terms of an Indenture
substantially in the form filed as Exhibit 4.1 to the Registration Statement
(the "Indenture"), between Delco Remy International, Inc. and United States
Trust Company of New York, as Trustee.
We have examined the originals or copies, certified or otherwise, identified to
our satisfaction, of the Certificate or Articles of Incorporation and Bylaws of
the Guarantor, certificates of public officials and of the officers of the
Guarantor and such other agreements,
<PAGE>
December 9, 1997
Page 2
instruments, and other documents as we have deemed necessary or appropriate for
purposes of the opinions expressed below.
In making such examination and rendering the opinions set forth below, we have
assumed the genuineness of all signatures (other than those of the Guarantor),
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, conformed or photostatic copies and the authenticity of the originals
of such documents. As to questions of fact material to our opinions, we have
relied, after due inquiry but without independent investigation, upon
representations of the Guarantor and on certificates of its officers and of
public officials.
Based upon the foregoing and subject to the assumptions and qualifications set
forth herein, we are of the opinion that:
The Guaranty issued by the Guarantor has been duly authorized by the Guarantor
and when executed, authenticated and delivered in accordance with the terms of
the Indenture and paid for in the manner and at the price set forth in the
Registration Statement, will constitute the legal valid and binding obligation
of the Guarantor, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization or other similar laws affecting creditors' rights or debtors'
obligations and to general principles of equity.
The opinions expressed herein are rendered solely for you benefit in connection
with the transactions contemplated hereby. The opinions expressed herein may not
be used or relied upon by any other person nor may this letter or any copies
hereof be furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent, except as
provided below.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus contained
therein, under the caption "Legal Matters." Such consent does not constitute a
consent under Section 7 of the Securities Act ("Section 7"), since in consenting
to the reference to our firm under such heading we have
<PAGE>
December 9, 1997
Page 3
not certified any part of such Registration Statement and do not otherwise come
within the categories of persons whose consent is required under Section 7 or
under the rules and regulations promulgated by the Securities and Exchange
Commission.
Very truly yours,
PORTEOUS & WHITE, P.C.
/s/ David L. Porteous
BY: David L. Porteous
DLP/tp
<PAGE>
Exhibit 5.4
[LETTERHEAD OF STEPHEN PLOPPER & ASSOCIATES, P.C. APPEARS HERE]
December 9, 1997
Power Investments, Inc.
Franklin Power Products, Inc.
International Fuel Systems, Inc.
Marine Corporation of America, Inc.
400 Forsythe Street
Franklin, Indiana 46131
RE: Form S-1 Registration Statement
Registration No. 333-37703
Gentlemen and Ladies:
We have acted as counsel to Power Investments, Inc., an Indiana
corporation, Franklin Power Products, Inc., an Indiana corporation,
International Fuel Systems, Inc., an Indiana corporation Marine Corporation of
America, Inc., an Indiana corporation, Marine Drive Systems Inc., a New Jersey
Corporation and Powrbilt Products, Inc., a Texas Corporation and (such
companies, collectively the "Guarantors"), relating to the proposed issuance of
an aggregate of $130,000,000 principal amount of _____% Senior Notes due 2007
(the "Senior Notes") of Delco Remy International, Inc., a Delaware corporation
(the "Company") and guaranteed by the Guarantors (the "Guaranties"). The Senior
Notes are to be issued pursuant to the terms of an Indenture substantially in
the form filed as Exhibit 4.1 (the "Indenture") to that certain Registration
Statement on Form S-1 (Registration No. 333-37703), originally filed on October
10, 1997, with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, and the Trust Indenture Act of 1939, as amended, and as
subsequently amended by amendments thereto filed on October 22, 1997, November
21, 1997, November 26, 1997, December 9, 1997 and an amendment to be filed today
(the "Registration Statement"). The Indenture is between the Company and United
Trust Company of New York, as Trustee.
We have reviewed the Indenture, Article X of which contains the Guaranties
and have made such legal and factual examination and inquiry which we have
deemed advisable for the rendering of this opinion. In making our examination,
we have
<PAGE>
December 9, 1997
Page 2
assured the genuiness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to all authentic original
documents of all documents submitted to us as copies. Based on the foregoing, it
is our opinion that:
Each Guaranty issued by each respective Guarantor has been duly authorized
by the respective Guarantor and when executed, authenticated, and delivered in
accordance with the terms of the Indenture and paid for in the manner and at the
price set forth in the Registration Statement, will constitute the legal, valid
and binding obligation of each Guarantor in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization or other similar laws affecting creditor's rights or debtor's
obligations and to general principles of equity.
The opinion expressed herein is rendered solely for your benefit in
connection with the transactions contemplated hereby. The opinion expressed
herein may not be used or relied upon by any person nor may this letter or any
copies hereof be furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without our prior written consent, except
as provided below.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the prospectus contained
therein, under the caption "Legal Matters." Such consent does not constitute a
consent under Section 7 of the Securities Act ("Section 7"), since in consenting
to the reference to our firm under such heading, we have not certified any part
of such Registration Statement and do not otherwise come within the categories
of persons whose consent is required under Section 7 or under the rules and
registrations promulgated by the Securities and Exchange Commission.
Sincerely yours,
STEPHEN PLOPPER & ASSOCIATES, P.C.
/s/ Stephen Plopper
----------------------------------------
Stephen E. Plopper
SEP/psd
<PAGE>
Exhibit 5.5
[LETTERHEAD OF HUNTON & WILLIAMS APPEARS HERE]
December 10, 1997
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, IN 46013
World Wide Automotive, Inc.
Winchester, Virginia 22601
Form S-1 Registration Statement
Registration No. 33-37703
-------------------------
Gentlemen and Ladies:
We have acted as Virginia counsel to World Wide Automotive Inc., a
Virginia corporation ("Guarantor") in connection with the preparation and filing
by Delco Remy International, Inc., a Delaware corporation (the "Company"), the
Guarantor and other guarantors of the Registration Statement on Form S-1
(Registration No. 33-37703), originally filed on October 10, 1997, with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
and the Trust Indenture Act of 1939, as amended, and as subsequently amended by
amendments thereto filed on October 22, 1997, November 21, 1997, November 26,
1997, December 9, 1997 and an amendment to be filed today (the "Registration
Statement"), relating to the proposed issuance of an aggregate of $130,000,000
principal amount of Senior Notes Due 2007 (the "Senior Notes") of the Company to
be guaranteed by the Guarantor (the "Guaranty") and by other guarantors. The
Senior Notes are to be issued pursuant to the terms of an Indenture
substantially in the form filed as Exhibit 4.1 to the Registration Statement
(the "Indenture"), between the Company and United States Trust Company of New
York, as Trustee. The Guaranty is contained in Article 10 of the Indenture.
<PAGE>
Hunton & Williams
Delco Remy International, Inc.
December 10, 1997
Page 2
We have made such legal and factual examination and inquiry as we have
deemed advisable for the rendering of this opinion. In making our examination we
have assumed the genuiness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to all authentic original
documents of all documents submitted to us as copies. Based on the foregoing, it
is our opinion that the Guarantor has authorized the issuance of the Guaranty
and when the Guaranty has been approved, executed, authenticated and delivered
in accordance with the terms of the Indenture and when the Senior Notes have
been paid for in the manner and at the price set forth in the Registration
Statement, the Guaranty will constitute the legal, valid and binding obligation
of the Guarantor, enforceable against the Guarantor in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent, conveyance,
moratorium, reorganization or other similar laws affecting creditors' rights or
debtors' obligations and to general principles of equity.
The opinions expressed herein are rendered solely for your benefit in
connection with the transactions contemplated hereby. The opinions expressed
herein may not be used or relied upon by any other person nor may this letter or
any copies hereof be furnished to a third party, filed with a governmental
agency, quoted, cited or otherwise referred to without our prior written
consent, except as provided below.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Hunton & Williams
