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EXHIBIT 5.1
[LETTERHEAD OF
SONNENSCHEIN NATH & ROSENTHAL]
August 31, 2000
Specialty Equipment Companies, Inc.
1245 Corporate Boulevard, Suite 401
Aurora, IL 60504
Ladies and Gentlemen:
A Registration Statement on Form S-8 (the "Registration Statement") is
being filed on or about the date of this letter with the Securities and Exchange
Commission to register 250,000 shares of common stock, par value $.01 per share
(the "Shares"), of Specialty Equipment Companies, Inc. (the "Company") which may
from time to time be offered by the Company in connection with the Specialty
Equipment Companies, Inc. 2000 Non-Employee Directors Long-Term Incentive Plan
(the "Plan").
We have acted as counsel to the Company in connection with the
Registration Statement. In rendering this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the Company's
Amended and Restated Certificate of Incorporation, its Amended and Restated
By-Laws, as amended, and minutes of directors' and stockholders' meetings
relating to the Plan and the Shares, and such other documents (including the
Plan) which we have deemed relevant or necessary as the basis for the opinion as
hereinafter set forth.
We have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such latter documents. As to any facts material to the opinion expressed herein,
we have relied upon oral or written statements and representations of officers
and other representatives of the Company and others.
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Specialty Equipment Companies, Inc.
August 31, 2000
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Based upon and subject to the foregoing, it is our opinion that (a) the
Shares that may be issued under the Plan have been duly authorized by all
necessary corporate action on the part of the Company and (b) upon payment for
and issuance and delivery of the Shares as contemplated by the Registration
Statement and the Plan (including any option agreements governing the terms of
exercise of options granted pursuant to the Plan), the Shares will be validly
issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. We do not, by giving such consent, admit that we are
within the categories of persons whose consent is required under Section 7 of
the Securities Act of 1933.
Very truly yours,
/s/ SONNENSCHEIN NATH & ROSENTHAL
