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EXHIBIT 5.1
(Form S-8)
January 12, 2001
Actuant Corporation
6100 North Baker Road
Milwaukee, Wisconsin 53209
Re: Actuant Corporation 2001 Stock Plan
Ladies and Gentlemen:
We are providing this opinion in connection with the Registration Statement
of Actuant Corporation (the "Company") on Form S-8 (the "Registration
Statement") to be filed under the Securities Act of 1933, as amended (the
"Act"), with respect to the proposed sale of up to 2,000,000 shares of Class A
Common Stock, par value $.20 per share, of the Company (the "Shares") pursuant
to the Company's 2001 Stock Plan (the "Plan").
We have examined: (i) the Registration Statement; (ii) the Company's
Restated Articles of Incorporation and Amended and Restated Bylaws, each as
amended to date; (iii) the Plan; (iv) the corporate proceedings relating to the
authorization for the sale of Shares pursuant to the Plan; and (v) such other
documents and records and such matters of law as we have deemed necessary in
order to render this opinion.
On the basis of the foregoing, we advise you that, in our opinion:
1. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Wisconsin.
2. The Shares to be sold from time to time pursuant to the Plan which are
original issuance shares, when issued and paid for as contemplated by
the Registration Statement and Plan, will be validly issued, fully
paid and nonassessable by the Company, subject to the personal
liability which may be imposed on shareholders by Section
180.0622(2)(b) of the Wisconsin Business Corporation Law, as
judicially interpreted, for debts owing to employees for services
performed, but not exceeding six months service in any one case.
Although Section 180.0622(2)(b) provides that such personal liability
of shareholders shall be "to an amount equal to the par value of the
shares owned by them respectively, and to the consideration for which
their shares without par value was issued," the Wisconsin Supreme
Court, by a split decision without a written opinion, has affirmed a
judgment holding shareholders of a corporation liable under the
substantially identical predecessor statute in effect prior to January
1, 1991 (Section 180.40(6)) for unpaid employee wages to an amount
equal to the consideration for which their par value shares were
issued rather than the shares' lower stated par value. Local 257 of
Hotel and Restaurant Employees and Bartenders International Union v.
Wilson Street East Dinner Playhouse, Inc., 126 Wis. 2d 284, 375 N.W.2d
664 (1985) (affirming the 1983 decision of the Circuit Court for Dane
County, Wisconsin, in Case No. 82-CV-0023) (subsequently overturned
for other reasons).
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Actuant Corporation
January 12, 2001
Page 2
The Company's Secretary, Anthony W. Asmuth III, is a partner of Quarles &
Brady LLP, which serves as counsel to the Company and owns certain shares of the
Company.
This opinion is furnished by us, as counsel to the Company, and is solely
for your benefit and is not to be relied upon by any other person, firm or
entity or in respect of any other matter.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Act, or that we come within
the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
QUARLES & BRADY LLP
/s/ Quarles & Brady LLP
