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EXHIBIT 5.1
HUTCHINS, WHEELER & DITTMAR
101 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
November 13, 2000
Weigh-Tronix, LLC
293 South Main Street
Providence, Rhode Island 02903
Ladies and Gentlemen:
We have acted as special counsel to Weigh-Tronix, LLC, a Delaware limited
liability company (the "Company") and SWT Finance B.V., a Dutch private company
with limited liability (the "Issuer"), in connection with the offer to exchange
under the Securities Act of 1933, as amended, (the "Act") [Euro sign]
100,000,000 aggregate principal amount of 12 1/2% Senior Subordinated Notes due
2010 (the "Exchange Notes") for a like principal amount of the Issuer's
outstanding 12 1/2% Senior Subordinated Notes due 2010 (the "Initial Notes"),
pursuant to a Registration Statement on Form S-4 (File No. 333-43390) originally
filed with the Securities and Exchange Commission under the Act on August 9,
2000, as thereafter amended (as so amended, the "Registration Statement"). The
Exchange Notes are being issued by the Issuer, an indirect subsidiary of the
Company, pursuant to an Indenture in the form filed as an Exhibit to the
Registration Statement (the "Indenture").
Additionally, we have acted as special counsel to the following direct and
indirect subsidiaries of the Company: (i) SWT Holdings B.V., a company organized
in The Netherlands, (ii) Weigh-Tronix, Inc., a company incorporated in Delaware,
(iii) Mecmesin, Inc., a company incorporated in California, (iv) Salter Weigh-
Tronix Ltd, a company organized in England and Wales, (v) Salter Housewares
Holdings Ltd, a company organized in England and Wales, (vi) Weigh-Tronix
Canada, ULC, a company organized in Canada, (vii) Weigh-Tronix UK Ltd, a company
organized in England and Wales, (viii) Salter Housewares Ltd, a company
organized in England and Wales, (ix) Weigh-Tronix Delaware, Inc., a Delaware
corporation, (x) Berkel USA, Inc., a Delaware corporation, (xi) Berkel, Inc., an
Indiana corporation, (xii) Berkel Products Co. Limited, a company organized in
Canada, (xiii) Avery Berkel Limited, a company organized in England and Wales,
(xiv) Avery Berkel Properties Limited, a company organized in England and Wales,
(xv) Avery Berkel Holdings Limited, a company organized in England and Wales,
and (xvi) Berkel (Ireland) Limited, a company organized in Ireland
(collectively, together with the Company, the "Guarantors"). Pursuant to the
terms of the Indenture, each of the Guarantors has guaranteed the obligations of
the Issuer with regard to the Exchange Notes (the "Guarantees").
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November 13, 2000
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In our capacity as such counsel, we have examined originals or copies, as
certified or otherwise identified to our satisfaction, of such corporate,
organizational or other documents and records of the Issuer and the Guarantors
and such agreements, certificates of public officials, certificates of officers
or other representatives of the Issuer and the Guarantors and such other
documents as we have deemed necessary or appropriate as a basis for the opinions
set forth herein.
Based upon the foregoing, and having regard for such legal considerations
as we deem relevant, we are of the opinion that when the Exchange Notes (in the
form included as an exhibit to the Indenture and examined by us) have been duly
executed by the Issuer and authenticated by the Indenture trustee in accordance
with the provisions of the Indenture and have been delivered upon consummation
of the Exchange Offer against receipt of Initial Notes surrendered in exchange
thereof in accordance with the terms of the Exchange Offer, the Exchange Notes
will be the legal and binding obligations of the Issuer and the Guarantees will
constitute the legal and binding obligations of each Guarantor, respectively, in
each case entitled to the benefits of the Indenture, except to the extent that
the enforcement of the Exchange Notes or the Guarantees may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereinafter in effect relating to creditors' rights
generally, and (ii) the general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
HUTCHINS, WHEELER & DITTMAR
A Professional Corporation
