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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 1,000,000 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. Executive 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
Page 2
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
