Attached files
file | filename |
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8-K - FORM 8-K - AK STEEL HOLDING CORP | y04277e8vk.htm |
EX-1.1 - EX-1.1 - AK STEEL HOLDING CORP | y04277exv1w1.htm |
Exhibit 5.1
[Letterhead of Weil, Gotshal & Manges LLP]
December 9, 2010
AK Steel Holding Corporation
AK Steel Corporation
9227 Centre Pointe Drive
West Chester, OH 45069
AK Steel Corporation
9227 Centre Pointe Drive
West Chester, OH 45069
Ladies and Gentlemen:
We have acted as counsel to AK Steel Corporation, a Delaware corporation (AK Steel), and AK Steel
Holding Corporation, a Delaware corporation (Parent and together with AK Steel, the Companies),
in connection with the offer and sale by AK Steel of $150 million aggregate principal amount of
7.625% Senior Notes due 2020 (the Notes), pursuant to the Underwriting Agreement, dated as of
December 6, 2010 (the Agreement), among the Companies and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co.
Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several
underwriters named therein. AK Steels obligations under the Notes are fully and unconditionally
guaranteed by Parent (the Guarantee). The Notes will be issued pursuant to a base indenture (the
Base Indenture), as supplemented by the First Supplemental Indenture (the Supplemental
Indenture and together with the Base Indenture, the Indenture), each dated as of May 11, 2010
among the Companies and U.S. Bank National Association, as trustee (the Trustee).
In so acting, we have examined originals or copies (certified or otherwise identified to our
satisfaction) of (i) the Registration Statement on Form S-3 (File No. 333-166303), filed by the
Companies on April 26, 2010 (the Registration Statement); (ii) the prospectus, dated April 26,
2010 (the Base Prospectus), which forms a part of the Registration Statement; (iii) the
prospectus supplement, dated December 6, 2010 (the Prospectus Supplement); (iv) the Indenture (including the Guarantee contained therein);
(v) the Notes; and (vi) such corporate records, agreements, documents and other instruments, and
such certificates or comparable documents of public officials and of officers and representatives
of each of the Companies, and have made such inquiries of such officers and representatives, as we
have deemed relevant and necessary as a basis for the opinion hereinafter set forth. We refer to
the Base Prospectus as supplemented by the Prospectus Supplement as the Prospectus.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all
natural
December 9, 2010
Page 2
Page 2
persons, the authenticity of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of fact material to
this opinion that have not been independently established, we have relied upon certificates or
comparable documents of officers and representatives of each of the Companies.
Based on and subject to the foregoing we are of the opinion that:
1. The Notes have been duly and validly authorized, executed and delivered by AK Steel and,
when authenticated by the Trustee, will constitute valid and binding obligations of AK Steel,
enforceable against it in accordance with their terms.
2. The Guarantee has been duly and validly authorized, executed and delivered by Parent and,
upon authentication of the Notes by the Trustee, will constitute a valid and binding obligation of
Parent, enforceable against Parent in accordance with its terms.
The opinions expressed above with respect to validity, binding effect and enforceability are
subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors rights and remedies generally and
subject, as to enforceability, to general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the State of New York, and we express no
opinion as to the effect on the matters covered by this letter of the laws of any other
jurisdiction.
We hereby consent to the incorporation by reference of this letter as an exhibit to the
Registration Statement and to the reference to our firm under the caption Legal Matters in the
Prospectus.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP