Attached files
| file | filename |
|---|---|
| S-1 - KRONOS WORLDWIDE FORM S-1 - KRONOS WORLDWIDE INC | kronoss1.htm |
| EX-23.2 - EXHIBIT 23.2 - KRONOS WORLDWIDE INC | exhibit232.htm |
| EX-99.1 - EXHIBIT 99.1 - KRONOS WORLDWIDE INC | exhibit991.htm |
EXHIBIT 5.1
LOCKE LORD BISSELL & LIDDELL LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
October 8, 2010
Kronos Worldwide, Inc.
3 Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240
Ladies and Gentlemen:
We have acted as counsel to Kronos Worldwide, Inc., a Delaware corporation (the “Company”), in connection with preparation of a Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating the registration of 8,970,000 shares of its common stock, par value $.01 per share (the “Common Stock”).
In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable in connection with this opinion, including, without limitation, resolutions of the Company’s board of directors adopted at a meeting held on October 7, 2010 (the “Resolutions”) and the proposed form of Underwriting Agreement between the Company and Wells Fargo Securities, Inc., Deutsche Bank Securities Inc. and Stephens Inc., as representative of the several underwriters named therein (the “Underwriting Agreement”). In our examination we have assumed (without any independent investigation) the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of originals of such copies and the authenticity of telegraphic or telephonic confirmations of public officials and others. As to facts material to our opinion, we have relied upon (without any independent investigation) certificates or telegraphic or confirmations of public officials and certificates, documents, statements and other information of the Company or its representatives or officers.
Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) the execution and delivery by the Company of the Underwriting Agreement (ii) the effectiveness of the Registration Statement, (iii) the issuance of the Common Stock pursuant to the terms of the Underwriting Agreement, and (iv) the receipt by the Company of the consideration for the Common Stock authorized by the Resolutions and provided for in the Underwriting Agreement, the Common Stock will be validly issued, fully paid, and non-assessable.
We express no opinion as to the laws of any jurisdiction other than the laws of the State of Texas, the federal laws of the United States of America and, to the extent relevant to the opinions expressed herein, the General Corporation Law of the State of Delaware (including the Delaware constitution and judicial decisions arising under such laws), and, accordingly, no opinion is expressed with respect to any matter that under any document relevant to or covered by this letter is purported to be governed by the laws of any other jurisdiction.
We undertake no, and disclaim any, obligation to advise you of any change in or any new development that might affect any matters or opinions set forth herein.
We consent to the reference to our Firm under the heading “Legal Matters” in the Prospectus, and to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this opinion, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours,
LOCKE LORD BISSELL & LIDDELL LLP
By: /s/ Toni Weinstein
Toni Weinstein