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EXHIBIT 5.1
Quarles & Brady LLP
411 East Wisconsin Avenue
Milwaukee, Wisconsin 53202-4497
August __, 2000
Applied Power Inc.
6100 N. Baker Road
Milwaukee, Wisconsin 53209
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration Statement
of Applied Power Inc. (the "Company") on Form S-4 (the "Registration Statement")
filed under the Securities Act of 1933, as amended (the "Act"), and the
Company's subsidiaries named on Annex A attached hereto (the "Guarantors"). The
Registration Statement relates to the proposed exchange offer by the Company of
up to $200 million of Series B 13% Senior Subordinated Notes (the "Exchange
Notes") for the Company's outstanding 13% Senior Subordinated Notes (the
"Original Notes") in the same principal amount, all in the manner set forth in
the Registration Statement and in the Prospectus constituting a part thereof
(the "Prospectus"). Capitalized terms not otherwise defined herein have the same
meaning assigned to them in the Prospectus.
In such capacity, we have examined copies of the Registration Statement,
including the Prospectus, and originals, or copies identified to our
satisfaction, of such corporate records of the Company and the Guarantors, such
other agreements and instruments, certificates of public officials, officers of
the Company and the Guarantors and other persons as we have deemed necessary as
a basis for the opinions expressed below. In all such examinations, we have
assumed the genuineness of all signatures, the authenticity of all documents,
certificates and instruments submitted to us as originals, the valid
authorization and due execution and delivery of documents by parties other than
the Company and the Guarantors, and the conformity with the originals of all
documents submitted to us as copies.
Based upon the foregoing, and subject to the qualifications set forth below
we are of the opinion that:
(1) The Company is a corporation validly existing in good standing
under the laws of the Wisconsin.
(2) Each of the Guarantors is a corporation validly existing in good
standing under the laws of its jurisdiction of incorporation.
(3) The Exchange Notes have been duly and validly authorized by the
Company and when executed by the Company in accordance with the Indenture
and when issued in exchange for Original Notes as contemplated by the
Registration Statement and the Prospectus, assuming due authentication of
the Exchange Notes by the Trustee, upon delivery pursuant to the Exchange
Offer, will have been validly issued and delivered, and will constitute
valid and binding obligations of the Company.
(4) The Guarantees have been duly and validly authorized by each of
the Guarantors and, when executed by the Guarantors in accordance with the
Indenture and issued in exchange for Guarantees on the Original Notes as
contemplated by the Registration Statement and the Prospectus, assuming due
authentication
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Applied Power Inc.
June 30, 1998
Page 2
of the Exchange Notes by the Trustee upon delivery pursuant to the Exchange
Offer, will have been validly issued and delivered, and will constitute
valid and binding obligations of the Guarantors.
The opinion as to the enforceability of any entity's obligations under any
instrument is limited by bankruptcy, fraudulent conveyance and transfer,
insolvency, reorganization, moratorium, and other similar laws affecting
creditors' rights generally and by general equitable principles.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "Legal Matters" in
the Prospectus.
Anthony W. Asmuth III, a partner in our firm, is the Corporate Secretary of
API.
Very truly yours,
QUARLES & BRADY LLP
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Applied Power Inc.
June 30, 1998
Page 3
Annex A
GUARANTOR SUBSIDIARIES
Ancor Products, Inc.
DCW Holding, Inc.
Del City Wire Co., Inc.
APW Tools and Supplies, Inc.
Calterm Taiwan, Inc.
Mox-Med, Inc.
Versa Technologies, Inc.
New England Controls, Inc.
Nielsen Hardware Corporation
APW Investments, Inc.
Applied Power Investments II, Inc.
Columbus Manufacturing, LLC
