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American Axle & Manufacturing Holdings, Inc.  American Axle & Manufacturing, Inc  Registration Statement on Form S-3
  Holdings AAM, Inc. Registration Statement Commission Securities
Act Common
Stock Holdings
Preferred Stock AAM, Inc. Preferred Stock Preferred Stock Senior Debt
Securities Subordinated Debt
Securities Debt Securities Warrants Prospectus Securities
 Indenture




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Trustee Certificate of Designation Warrant Agreement Warrant Agent
    1.
    
    The Indenture, when duly executed and delivered by the Registrants, will
constitute the legal, valid and binding obligation of the Registrants, enforceable
against the Registrants in accordance with its terms.2.
    
    When (i) the Indenture has been duly executed and delivered by the Registrants,
(ii) the final terms of the Senior Debt Securities have been duly established and
approved by AAM, Inc., (iii) the issuance and sale of the Senior Debt Securities
(including the Guarantee endorsed thereon) has been
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duly authorized by all necessary action (corporate or otherwise) and (iv) such
Senior Debt Securities (including the Guarantee endorsed thereon) have been duly
executed by the Registrants and duly authenticated by the Trustee in accordance with
the terms of the Indenture, and delivered to the purchasers thereof against payment
of the consideration therefor duly approved by AAM, Inc., the Senior Debt Securities
and the Guarantee endorsed thereon will constitute legal, valid and binding
obligations of the Registrants, enforceable against the Registrants in accordance
with their terms.3.
    
    When (i) the Indenture has been duly executed and delivered by the Registrants,
(ii) the final terms of the Subordinated Debt Securities have been duly established and
approved by the AAM, Inc., (iii) the issuance and sale of the Subordinated Debt
Securities (including the Guarantee endorsed thereon) has been duly authorized by all
necessary action (corporate or otherwise) and (iv) such Subordinated Debt Securities
(including the Guarantee endorsed thereon) have been duly executed by the Registrants
and duly authenticated by the Trustee in accordance with the terms of the Indenture,
and delivered to the purchasers thereof against payment of the consideration therefor
duly approved by AAM, Inc., the Subordinated Debt Securities and the Guarantee endorsed
thereon will constitute legal, valid and binding obligations of the Company,
enforceable against the Registrants in accordance with their terms.4.
    
    When (i) the terms of issuance and sale of the shares of Common Stock have been
duly approved by Holdings in conformity with Holdings certificate of incorporation and
(ii) the shares of Common Stock are issued and delivered to the purchasers thereof
against payment of the consideration therefor duly approved by Holdings (which shall
not be less than the par value of the Common Stock), the shares of Common Stock, will
be duly authorized, validly issued, fully paid and non-assessable.5.
    
    When (i) the terms of the Preferred Stock have been established and approved by
either AAM, Inc. or Holdings, as the case may be, in conformity with the General
Corporation Law of the State of Delaware and AAM, Inc.s or Holdings respective
certificates of incorporation, as applicable (ii) all corporate action necessary for
the issuance and sale of the shares of Preferred Stock has been taken, including the
adoption and filing of the Certificate of Designations relating thereto, and (iii) the
shares of the Preferred Stock are issued and delivered to the purchasers thereof
against payment of the consideration therefor duly approved by the either AAM, Inc. or
Holdings, as the case may be, (which shall not be less than the par value of the
Preferred Stock), the shares of Preferred Stock will be duly authorized, validly
issued, fully paid and non-assessable.6.
    
    When (i) the terms of the Warrants have been established and approved by AAM,
Inc., (ii) all corporate action necessary for the issuance and sale of the Warrants has
been taken, including the adoption and filing of a Warrant Agreement relating thereto,
(iii) the Warrants or certificates representing the Warrants have been duly executed by
AAM, Inc., and such certificates have been countersigned by the applicable Warrant
Agent in accordance with the applicable Warrant Agreement, and (iv) the Warrants or
certificates
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representing the Warrants are issued and delivered to the purchasers thereof against
payment of the consideration thereof duly approved by AAM, Inc., the Warrants will
constitute valid and legally binding obligations of AAM, Inc. entitled to the
benefits of the applicable Warrant Agreement.
   Very truly yours,
/S/ Shearman & Sterling LLP
 
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