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[KIRKLAND & ELLIS LETTERHEAD]
Exhibit 5.1
October 30, 2000
Tower Automotive, Inc.
4508 IDS Center
Minneapolis, Minnesota 55402
R.J. Tower Corporation
5211 Cascade Road, Suite 300
Grand Rapids, Michigan 49541
The Subsidiaries of R.J. Tower Corporation
Listed on Exhibit A attached hereto
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Re: R.J. Tower Corporation/Tower Automotive, Inc.
Registration Statement on Form S-4
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Ladies and Gentlemen:
We have acted as special counsel to R.J. Tower Corporation, a
Michigan corporation (the "Issuer"), Tower Automotive, Inc., a Delaware
corporation and parent corporation of the Issuer ("Parent"), and each of the
wholly owned subsidiaries of the Issuer set forth on the attached Exhibit A (the
"Subsidiary Guarantors") in connection with the proposed registration by the
Issuer of its offer to exchange up to (U)150,000,000 in aggregate principal
amount of its 9.25% Senior Notes due 2010 (the "Exchange Notes"), pursuant to a
Registration Statement on Form S-4 (Registration No. 333- 45528), originally
filed with the Securities and Exchange Commission (the "Commission") on
September 11, 2000, under the Securities Act of 1933, as amended (the "Act")
(such Registration Statement, as amended or supplemented is hereinafter referred
to as the "Registration Statement").
The obligations of the Issuer under the Exchange Notes will be
guaranteed (collectively, the "Guarantees") by Parent and all of the Subsidiary
Guarantors (collectively, the "Guarantors"). The Exchange Notes are to be issued
pursuant to the Indenture, dated as of July 25, 2000, by and between the Issuer,
the Guarantors and United States Trust Company of New York, as trustee (the
"Indenture") in
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KIRKLAND & ELLIS
Tower Automotive, Inc.
R.J. Tower Corporation
October 30, 2000
Page 2
exchange for and in replacement of the Issuer's outstanding 9.25% Senior Notes
due 2010 (the "Old Notes").
This opinion is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act. Capitalized
terms used but not otherwise defined herein have the meanings ascribed to them
in the Registration Statement.
In connection with this opinion, we have examined originals or
copies certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of this opinion, including (i) the certificate or articles of
incorporation, and the bylaws of the Issuer and each of the Guarantors, (ii)
minutes and records of the corporate proceedings of the Issuer with respect to
the issuance of the Exchange Notes, (iii) the Registration Statement, (iv) the
Indenture, (v) the Notation of Guarantee executed by the Guarantors and (vi) the
Exchange and Registration Rights Agreement, dated as of July 25, 2000, by and
among the Issuer, the Guarantors and Chase Manhattan International Limited, Bank
of America International Limited, ABN AMRO Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation, First Chicago Limited and Scotia Capital (USA)
Inc. (the "Registration Agreement").
For purposes of this opinion, we have assumed the authenticity
of all documents submitted to us as originals, the conformity to the originals
of all documents submitted to us as copies and the authenticity of the originals
of all documents submitted to us as copies. We have also assumed the genuineness
of the signatures of persons signing all documents in connection with which this
opinion is rendered, the authority of such persons signing on behalf of the
parties thereto other than the Issuers and the due authorization, execution and
delivery of all documents by the parties thereto other than the Issuers. As to
any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon the statements and
representations of officers and other representatives of the Issuers and others.
In rendering the opinion below regarding the Issuer and Guarantors (other than
those incorporated under the laws of the State of Delaware and the Commonwealth
of Kentucky), we have relied on the opinions of these firms listed on Exhibit B
attached hereto. With respect to those Guarantors incorporated under the laws of
the Commonwealth of Kentucky, our opinions are based solely on our review of the
applicable provisions of the Kentucky Business Corporation Act.
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KIRKLAND & ELLIS
Tower Automotive, Inc.
R.J. Tower Corporation
October 30, 2000
Page 3
Our opinion expressed below is subject to the qualifications
that we express no opinion as to the applicability of, compliance with, or
effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer,
fraudulent conveyance, moratorium or other similar law affecting the enforcement
of creditors' rights generally, (ii) general principle of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of the State of New York, the
General Corporation Law of the State of Delaware and the Delaware case law
decided thereunder and the federal laws of the United States of America. We
advise you that the issues addressed by this opinion may be governed in whole or
in part by other laws, and we express no opinion as to whether any relevant
difference exists between the laws upon which our opinion is based and any other
laws that may actually govern.
Based upon and subject to the assumptions, qualifications,
exclusions and other limitations contained in this letter, we are of the opinion
that when: (i) the Registration Statement becomes effective under the Act, (ii)
the Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, (iii) the Exchange Notes and the Guarantees have been duly executed and
authenticated in accordance with the provisions of the Indenture and duly
delivered to the purchasers thereof in exchange for the Old Notes in accordance
with the terms of the Registration Agreement, the Exchange Notes will be validly
issued and binding obligations of the Issuer and the Guarantees will be validly
issued and binding obligations of the Guarantors.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement. We also consent to the
reference to our firm under the heading "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
This opinion is limited to the specific issues addressed
herein, and no opinion may be inferred or implied beyond that expressly stated
herein. We assume no obligation to revise or supplement this opinion should the
present laws of the States of New York or Delaware or the federal law of the
United States be changed by legislative action, judicial decision or otherwise.
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KIRKLAND & ELLIS
Tower Automotive, Inc.
R.J. Tower Corporation
October 30, 2000
Page 4
This opinion is furnished to you in connection with the filing
of the Registration Statement and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose.
Sincerely,
/s/ KIRKLAND & ELLIS
Kirkland & Ellis
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EXHIBIT A
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NAME JURISDICTION OF INCORPORATION
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R.J. Tower Corporation.......................... Indiana
Tower Automotive Products Company, Inc.......... Delaware
R.J. Tower Corporation.......................... Kentucky
Tower Automotive Delaware, Inc.................. Delaware
Kalamazoo Stamping and Die Company.............. Michigan
Trylon Corporation.............................. Michigan
Active Tool & Manufacturing Co., Inc............ Michigan
Active Products Corporation..................... Indiana
Tower Automotive Services and Technology, Inc... Delaware
Tower Automotive International, Inc............. Delaware
Tower Automotive International Funding, Inc..... Michigan
Tower Automotive International Holdings, Inc.... Michigan
Algoods USA Inc................................. Kentucky
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EXHIBIT B
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1. Opinion of Varnum, Riddering, Schmidt & Howlett LLP as to the Issuer and
those Subsidiary Guarantors incorporated under the laws of the State of
Michigan.
2. Opinion of Baker & Daniels as to those Subsidiary Guarantors incorporated
under the laws of the State of Indiana.
