<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>a65322_s3a4april28x51.txt
<DESCRIPTION>MWE OPINION
<TEXT>
                                                                Exhibit 5.1


                                   A Partnership Including      Boston
                                   Professional Corporations    Chicago
                                   227 West Monroe Street       London
                                   Chicago, IL  60606-5096      Los Angeles
                                   312-372-2000                 Miami
                                   Facsimile 312- 984-7700      Moscow
                                   http://www.mwe.com           Orange County
                                                                New York
                                                                Silicon Valley
                                                                Vilnius
                                                                Washington, D.C.
MCDERMOTT, WILL & EMERY

                                   April 28, 2004




Actuant Corporation
6100 North Baker Road
Milwaukee, WI  53209



         Re:      Actuant Corporation Registration Statement on Form S-3
                  ------------------------------------------------------

Ladies and Gentlemen:

         This opinion is furnished to you in connection with the registration
statement on Form S-3 (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), for the registration of $150,000,000 aggregate principal amount of 2%
Convertible Senior Subordinated Debentures due 2023 (the "Debentures") of
Actuant Corporation, a Wisconsin corporation (the "Company"), which are
convertible into shares of the Company's common stock, $0.20 par value per share
(the "Common Stock"). The Debentures are guaranteed by certain subsidiaries of
the Company identified on Exhibit A hereto (the "Guarantees"). The Debentures
were issued under an Indenture dated as of November, 2004 (the "Indenture")
between the Company and U.S. Bank National Association, as trustee.

         We have examined the Registration Statement, the Indenture, the
registration rights agreement referenced in the Registration Statement, the
forms of the Debentures and Guarantees, and other documents we have deemed
necessary to enable us to express the opinion set forth below. In addition, we
have examined and relied, to the extent we deemed proper, on certificates of
officers of the Company as to factual matters, and on originals or copies
certified or otherwise identified to our satisfaction, of all corporate records
of the Company, instruments and certificates of public officials and other
persons that we deemed appropriate. In our examination, we have assumed the
authenticity of all documents submitted to us as originals, the conformity to

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April 28, 2004
Page 2


the original documents of all documents submitted to us as copies, the
genuineness of all signatures on documents reviewed by us and the legal capacity
of natural persons. In addition, we have assumed that each of the Guarantees has
been duly authorized by all necessary corporate action, and has been validly
executed and delivered, by the subsidiary granting the Guarantee. In making this
assumption, we have relied on the opinions of Kolesar & Leatham, Chtd. and Locke
Reynolds LLP, which have been filed with the Securities and Exchange Commission.

         We express no opinion as to the applicability of, compliance with or
effect of, the law of any jurisdiction other than the federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware.

         Based upon and subject to and limited by the foregoing, we are of the
opinion that:

         1.       The Debentures are valid and legally binding obligations of
                  the Company, except that the enforceability thereof may be
                  limited by or subject to bankruptcy, reorganization,
                  insolvency, fraudulent conveyance, moratorium or other similar
                  laws now or hereafter existing which affect the rights and
                  remedies of creditors generally and equitable principles of
                  general applicability.

         2.       The Guarantees are valid and legally binding obligations of
                  the subsidiary of the Company granting such Guarantee, except
                  that the enforceability thereof may be limited by or subject
                  to bankruptcy, reorganization, insolvency, fraudulent
                  conveyance, moratorium or other similar laws now or hereafter
                  existing which affect the rights and remedies of creditors
                  generally and equitable principles of general applicability.

         We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Securities and
Exchange Commission thereunder.


                                            Very truly yours,


                                            /s/ McDermott, Will and Emery

<PAGE>

April 28, 2004
Page 2

                                    EXHIBIT A

                                   GUARANTORS
                                   ----------

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Applied Power Investments II, Inc...
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Engineered Solutions L.P.
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GB Tools and Supplies, Inc.
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Versa Technologies, Inc.
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</TEXT>
</DOCUMENT>
