INFORMATION IN THE REGISTRATION STATEMENT AND THE PROSPECTUS
UNDER THE HEADINGS "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
-21-
RESULTS OF OPERATIONS - ENVIRONMENTAL, HEALTH, SAFETY AND OTHER MATTERS,"
"DESCRIPTION OF CAPITAL STOCK," "RISK FACTORS - RISKS RELATED TO OUR
BUSINESS - INCREASED OR UNEXPECTED PRODUCT WARRANTY CLAIMS COULD ADVERSELY AFFECT
US," "RISK FACTORS - RISKS RELATED TO THIS OFFERING AND OUR COMMON STOCK - WE MAY BE
UNABLE TO, OR MAY CHOOSE NOT TO, CONTINUE TO PAY DIVIDENDS ON OUR COMMON STOCK
AT CURRENT RATES OR AT ALL" AND "RISK FACTORS - RISKS RELATED TO THIS OFFERING AND
OUR COMMON STOCK - WE HAVE IMPLEMENTED, AND WISCONSIN LAW CONTAINS, ANTI-TAKEOVER
PROVISIONS THAT MAY ADVERSELY AFFECT YOUR RIGHTS AS A HOLDER OF OUR COMMON
STOCK," INSOFAR AS SUCH STATEMENTS CONSTITUTE A SUMMARY OF DOCUMENTS OR MATTERS
OF LAW, AND THOSE STATEMENTS IN THE REGISTRATION STATEMENT AND THE PROSPECTUS
THAT ARE DESCRIPTIONS OF CONTRACTS, AGREEMENTS OR OTHER LEGAL DOCUMENTS OR OF
LEGAL PROCEEDINGS, OR REFER TO STATEMENTS OF LAW OR LEGAL CONCLUSIONS, ARE
ACCURATE IN ALL MATERIAL RESPECTS AND PRESENT FAIRLY THE INFORMATION REQUIRED TO
BE SHOWN; AND
(XIX)
NO PERSON HAS THE RIGHT, PURSUANT TO THE TERMS OF ANY CONTRACT,
AGREEMENT OR OTHER INSTRUMENT DESCRIBED IN OR FILED AS AN EXHIBIT TO THE
REGISTRATION STATEMENT OR OTHERWISE KNOWN TO SUCH COUNSEL, TO CAUSE THE COMPANY
TO REGISTER UNDER THE ACT ANY SHARES OF COMMON STOCK OR SHARES OF ANY OTHER
CAPITAL STOCK OR OTHER EQUITY INTEREST OF THE COMPANY, OR TO INCLUDE ANY SUCH
SHARES OR INTEREST IN THE REGISTRATION STATEMENT OR THE OFFERING CONTEMPLATED
THEREBY, WHETHER AS A RESULT OF THE FILING OR EFFECTIVENESS OF THE REGISTRATION
STATEMENT OR THE SALE OF THE SHARES AS CONTEMPLATED THEREBY OR OTHERWISE;
provided that only the opinion of Mr. Jones shall be required to address the
matters described by the preceding subparagraphs (ii) (to the extent relating to
any Subsidiary not organized under the laws of the United States or any
political subdivision thereof (each a "Foreign Subsidiary")); (iii) (to the
extent relating to any Foreign Subsidiary); (vii); (xii)(A), (C) and (D) (in
each case, to the extent relating to any Subsidiary); (xiii); (xiv); (xv);
(xvi); and (xix); and the opinion of Quarles & Brady LLP shall be required to
address the balance of the matters described by the preceding subparagraphs
(i) through (xix).
In addition, each such counsel shall state that such counsel has participated in
conferences with officers and other representatives of the Company,
representatives of the independent public accountants of the Company and
representatives of the Underwriters at which the contents of the Registration
Statement and the Prospectus were discussed and, although such counsel is not
passing upon and does not assume responsibility for the accuracy, completeness
or fairness of the statements contained in the Registration Statement or the
Prospectus (except as and to the extent stated in subparagraphs (vi), (viii) and
(xviii) above), on the basis of the foregoing nothing has come to the attention
of such counsel that causes them to believe that the Registration Statement or
any amendment