Attached files
file | filename |
---|---|
8-K - FORM 8-K - FERRO CORP | l37964e8vk.htm |
EX-1.1 - EX-1.1 - FERRO CORP | l37964exv1w1.htm |
Exhibit 5.1
JONES
DAY
NORTH
POINT 901 LAKESIDE AVENUE CLEVELAND, OHIO 44114-1190
TELEPHONE: (216) 586-3939 FACSIMILE: (216) 579-0212
TELEPHONE: (216) 586-3939 FACSIMILE: (216) 579-0212
November 2, 2009
Ferro Corporation
1000 Lakeside Avenue
Cleveland, Ohio 44114
1000 Lakeside Avenue
Cleveland, Ohio 44114
Re: 41,112,500 Shares of Common Stock of
Ferro Corporation Offered Through Underwriters
Ferro Corporation Offered Through Underwriters
Ladies and Gentlemen:
We are acting as counsel for Ferro Corporation, an Ohio corporation (the Company), in
connection with the issuance and sale of up to 41,112,500 shares (the Shares) of common stock, par
value $1.00 per share, of the Company pursuant to the Underwriting
Agreement, dated as of November 2, 2009 (the Underwriting Agreement), entered into by and among the Company and Credit Suisse
Securities (USA) LLC and J.P. Morgan Securities Inc., acting as representatives of the several
underwriters named in Schedule A thereto (the Underwriters).
In connection with the opinion expressed herein, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the
foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are
of the opinion that the Shares have been authorized by all necessary corporate action of the
Company and, when issued and delivered to the Underwriters pursuant to the terms of the
Underwriting Agreement against payment of the consideration therefor as provided therein, will be
validly issued, fully paid and nonassessable.
In rendering the opinion above, we have assumed that the resolutions authorizing the Company
to issue, offer and sell the Shares will be in full force and effect at all times at which any
Shares are offered or sold by the Company.
The opinion expressed herein is limited to the laws of the State of Ohio as currently in
effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form
8-K dated the date hereof filed by the Company relating to the Registration Statement on Form S-3
(Reg. No. 333-161136) (the Registration Statement), filed by the Company to effect the
registration of the Shares under the Securities Act of 1933 (the Act), and to the reference to
Jones Day under the caption Legal Matters in the prospectus constituting a part of such
Registration Statement. In giving such consent, we do not thereby admit that we are included
in
ATLANTA BEIJING BRUSSELS CHICAGO CLEVELAND COLUMBUS DALLAS FRANKFURT HONG KONG
HOUSTON IRVINE LONDON LOS ANGELES MADRID MENLO PARK MILAN MUNICH NEW DELHI NEW YORK
PARIS PITTSBURGH SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON
HOUSTON IRVINE LONDON LOS ANGELES MADRID MENLO PARK MILAN MUNICH NEW DELHI NEW YORK
PARIS PITTSBURGH SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON
Ferro Corporation
November 2, 2009
Page 2
November 2, 2009
Page 2
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 promulgated thereunder.
Very truly yours,
/s/ Jones Day