FORM OF OPINION]St. Augustine Real Estate Holding LLC • September 13th, 2011 • Motor vehicle parts & accessories
In providing this opinion, we have acted as special counsel to Tomkins, Inc. (formerly Pinafore, Inc.), a Delaware limited liability company and Tomkins, LLC (formerly, Pinafore, LLC), a Delaware corporation (Issuers), in connection with their issuance of US$1,150,000,000 aggregate principal amount of 9% Senior Secured Second Lien Notes due 2018 (Notes) and the guarantees of the Notes (Guarantees) by the Issuers under an Indenture dated as of September 29, 2010, as supplemented by the First Supplemental Indenture dated as of 18 November 2010, the Second Supplemental Indenture dated as of 21 December 2010, the Third Supplemental Indenture dated as of 23 December 2010, the Fourth Supplemental Indenture dated as of 20 January 2011, the Fifth Supplemental Indenture dated as of 23 February 2011, the Sixth Supplemental Indenture dated as of 24 February 2011 and the Seventh Supplemental Indenture dated as of 3 March 2011 (Indenture) entered into among the Issuers, the Note Guarantors named th
