<DOCUMENT>
<TYPE>EX-5.3
<SEQUENCE>3
<FILENAME>a65322_s3a4april28x53.txt
<DESCRIPTION>KOLESAR & LEATHAM OPINION
<TEXT>
                                  LAW OFFICES
                             KOLESAR & LEATHAM, CHTD.                TELEPHONE
                          Wells Fargo Financial Center             702/362-7800
                            3320 West Sahara Avenue
                                   Suite 380                        TELECOPIER
                            LAS VEGAS, NEVADA 89102                702/362-9472





                                 April 27, 2004



Actuant Corporation
6100 North Baker Road
Milwaukee, WI  53209

         Re:      Applied Power Investments II, Inc.

Ladies and Gentlemen:

         This firm is special Nevada counsel to Applied Power Investments II,
Inc., a Nevada corporation (the "Company"). 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 "Actuant"), 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 the Company and certain other subsidiaries of the Actuant (the
"Guarantees"). The Debentures were issued under an Indenture dated as of
November, 2004 (the "Indenture") between the Actuant 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
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. For the purposes of the opinions expressed herein, we also
have assumed that each of the foregoing transaction documents is the valid,
binding and enforceable obligation of each of the parties thereto.

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

         1.       The Company is a corporation duly formed, validly existing and
                  in good standing under the laws of the State of Nevada.

<PAGE>

Actuant Corporation                                     KOLESAR & LEATHAM, Chtd.
April 27, 2004                                              ATTORNEYS AT LAW
Page 2


         2.       The Company has the power and authority to enter into the
                  Guarantee and has taken all necessary action to authorize its
                  execution, delivery and performance under the Guarantee.

         3.       The Guarantee has been duly authorized, executed and delivered
                  by the Company.

         The opinions set forth above are subject to the following assumptions,
qualifications and limitations:

         The opinions expressed herein are limited to the laws of the State of
Nevada. We express no opinion on the applicability or effect of the securities
laws of the United States or State of Nevada to the transactions described in
the Purchase Agreement.

         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,

                                            KOLESAR & LEATHAM, CHTD.

                                            /S/ Kolesar & Leatham, Chtd.



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