UPDATE 5-Opel Trust says no need to reopen Opel sale

* Opel Trust defends decision to pick Magna as buyer

* German government sees no problems with sale

* Previous bidder RHJ says no longer interested in Opel

* Spanish unions threaten strike over Magna plans

* For a related column double-click on [ID:nLJ34317]
(Adds GM CEO comments from newspaper, paragraphs 9-12)

By Alexander Huebner and Foo Yun Chee

FRANKFURT/BRUSSELS, Oct 19 (Reuters) - The German trust set
up to oversee Opel said it saw no reason to reopen the
carmaker's sale despite EU concerns that Germany's promises of
state aid had skewed the bidding process.

Seeking to deflate a row over 4.5 billion euros ($6.7
billion) in state aid that Germany promised to Opel should
Canadian auto parts firm Magna MGa.TO get the nod, the Opel
Trust said on Monday that business logic, not political
factors, had dictated the choice of a buyer.

"We expect that the process will not need to be restarted,"
a Trust spokesman said. "It is now the federal government's
task to clear up misunderstandings with the EU."

European Competition Commissioner Neelie Kroes wrote to
Germany last week expressing concern that its promises of aid
had slanted the bidding process in favour of Magna.

She said former Opel parent General Motors Co [GM.UL] and
the Trust should obtain assurances from Germany that no strings
were attached to the Opel sale and should be allowed to
reconsider their choice of Magna and its Russian partner
Sberbank SBER03.MM.

"Germany has now written to GM and the Opel Trust, giving
them the assurance we asked for," Commission spokesman Jonathan
Todd said earlier in Brussels.

Germany's Economy Ministry said it had forwarded Kroes'
letter to GM and to the Trust, which took a controlling stake
in Opel to keep the European carmaker from being swept into
GM's brief dip into bankruptcy.

"We do not expect this to lead to fundamental problems," a
ministry spokesman said, adding that only GM could say whether
it still wanted to go ahead with the sale to Magna.

In comments to the Financial Times newspaper on Monday, GM
Chief Executive Fritz Henderson said he was "reasonably
confident" the deal with Magna and Sberbank would be signed
this week.

Henderson told the paper keeping Opel was one of GM's
fallback plans, if necessary, but that there were no other
potential buyers lined up, should the deal collapse.

"We've had a number of exhaustive discussions with our
board on the deal, the rationale for it, and the need to
support the Magna transaction," he told the paper.

"If facts fundamentally change, we would go back and
consult with our board. But right now, we're spending all of
our time trying to get the Magna deal done," he added.

A Magna spokeswoman said the company believed the proposal
put forward by the consortium provided Opel with the best
opportunity for long-term viability.

"We believe it was also our long-time relationship with
General Motors, as well as our openness in listening to and
working with the various parties involved that helped secure
the bid," Magna spokeswoman Tracy Fuerst said.

TENTERHOOKS

The back-and-forth between Germany and the EU has delayed a
formal signing of the Opel sale contract, leaving its 50,000
staff on tenterhooks.

The Opel Trust approved a sale to Magna but only when a
government-appointed trustee with reservations about the deal
abstained.

The trustee, Dirk Pfeil, a member of the pro-business Free
Democrats, renewed his objections on Monday, telling Reuters he
would still rather see Opel stay with GM.

"If GM reorganised Opel with German government help, that
would be the best solution for everyone involved," he said.
"That would also be the cheapest option for German taxpayers."

Brussels-listed holding company RHJ International
(RHJI.BR), which had bid for Opel, said it was no longer
interested, having agreed to buy UK wealth management unit
Kleinwort Benson from Commerzbank (CBKG.DE) last week.

Italian carmaker Fiat (FIA.MI) and China's Beijing
Automotive Industry Holding Corp (BAIC), which had also been
interested in Opel, declined comment.

The office of British Industry Secretary Peter Mandelson
said going ahead with the sale of Opel -- including British
unit Vauxhall -- to Magna was contingent on satisfying the EU.

"We have advised the German government and Magna from the
outset that the Commission would have to give clearance and
that is why there had to be no real or apparent shortcomings in
the process," a spokesperson said. "There is no alternative to
following the rules. We hope this will not be delayed."

Meanwhile, opposition to the Magna proposals in Spain,
which hosts a major Opel plant, continued to dog the deal.
Spanish unions threatened on Monday to strike in protest at
Magna's latest plans for the plant in Zaragoza and said they
would meet on Tuesday to decide a time frame for action.

"A strike is possible," said Jose Juan Arceiz, head of the
workers' committee at the Opel plant. "Magna's latest proposals
are still insufficient, and although there has been some
progress (on the industrial plan) for the long term, all of the
unions consider the short term offer to be insufficient."

Magna has proposed a bigger production cut for the Zaragoza
Opel plant in northern Spain in the first years until 2013 when
production will pick up again.
(Additional reporting by Philip Blenkinsop in Brussels, Rene
Wagner in Berlin, Robert Hetz in Madrid and Fang Yan in
Shanghai, John McCrank in Toronto and Simon Jessop in London;
Writing by Michael Shields and Noah Barkin; Editing by David
Holmes, Matthew Lewis and Carol Bishopric)
($1 = 0.6719 euros)