Attached files
file | filename |
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S-1 - FORM S-1 - GLOBE SPECIALTY METALS INC | y81073sv1.htm |
EX-23.4 - EX-23.4 - GLOBE SPECIALTY METALS INC | y81073exv23w4.htm |
EX-23.3 - EX-23.3 - GLOBE SPECIALTY METALS INC | y81073exv23w3.htm |
EX-23.2 - EX-23.2 - GLOBE SPECIALTY METALS INC | y81073exv23w2.htm |
EX-23.1 - EX-23.1 - GLOBE SPECIALTY METALS INC | y81073exv23w1.htm |
Exhibit 5.1
[Opinion of Arent Fox LLP]
December 21, 2009
Globe Specialty Metals, Inc.
One Penn Plaza
250 West 34th Street, Suite 2514
New York, NY 10119
One Penn Plaza
250 West 34th Street, Suite 2514
New York, NY 10119
Gentlemen:
We have acted as counsel for Globe Specialty Metals, Inc., a Delaware corporation (the
Company), in connection with the Companys registration statement on Form S-1 (the Registration
Statement) filed with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the Act), covering the sale of up to 3,349,902 shares of the Companys common stock, par
value $0.0001 per share, by selling stockholders (the Selling Stockholder Shares).
With your permission, all assumptions and statements of reliance herein have been made without
any independent investigation or verification on our part except to the extent otherwise expressly
stated, and we express no opinion with respect to the subject matter or accuracy of such
assumptions or items relied upon.
In connection with this opinion, we have (i) investigated such questions of law, (ii) examined
originals or certified, conformed or reproduction copies of such agreements, instruments, documents
and records of the Company, such certificates of public officials and such other documents, and
(iii) received such information from officers and representatives of the Company, as we have deemed
necessary or appropriate for the purposes of this opinion. In all such examinations, we have
assumed the legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity to original or certified
documents of all copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to the opinions expressed herein, we have relied upon, and assume the
accuracy of, representations and warranties contained in the documents and certificates and oral or
written statements and other information of or from representatives of the Company and others and
assume compliance on the part of all parties to the documents with their covenants and agreements
contained therein.
Based upon the foregoing, and subject to the limitations, qualifications and assumptions set
forth herein, we are of the opinion that the Selling Stockholder Shares have been validly issued
and are fully paid and non-assessable.
The opinions expressed herein are limited to the General Corporation Law of the State of
Delaware, the Delaware Constitution and reported judicial decisions interpreting those laws, each
as currently in effect. We assume no obligation to supplement this letter if any applicable laws
change after the date hereof or if we become aware of any facts that might change the opinions
expressed herein after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the reference to this firm under the caption Legal Matters in the Registration Statement.
In giving this consent, we do not hereby admit that we are in the category of persons whose consent
is required under Section 7 of the Act.
Very truly yours,
/s/ Arent Fox LLP