Attached files
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8-K - FORM 8-K - RENTECH, INC. | c12141e8vk.htm |
Exhibit 5.1
February 9, 2011
Board of Directors
Rentech, Inc.
Rentech, Inc.
Re: Rentech, Inc.
Prospectus Supplement to Registration Statement on
Form S-3 (Registration No. 333-164654)
Prospectus Supplement to Registration Statement on
Form S-3 (Registration No. 333-164654)
Ladies and Gentlemen:
We have acted as counsel for Rentech, Inc., a Colorado corporation (the Company), in connection
with: (i) the registration statement on Form S-3, as amended (Registration No. 333-164654) (such
registration statement, including the documents incorporated by reference therein, the
Registration Statement) of the Company, filed with the Securities and Exchange Commission (the
Commission); (ii) the Prospectus Supplement, dated February 9, 2011 (the Prospectus
Supplement), of the Company, filed with the Commission relating to the issuance and sale by the
Company of shares of the Companys common stock, par value $0.01 per share, having an aggregate
offering price of up to $50,000,000 (the Shares) in accordance with that certain Amended and
Restated Equity Distribution Agreement, dated as of February 9, 2011 (the Distribution
Agreement), between the Company and Knight Capital Americas, L.P., as agent; and (iii) the current
report on Form 8-K dated February 9, 2011 (the February Form 8-K), pertaining to the Shares and
which will include this opinion letter as an exhibit and result in it being filed by the Company
with the Commission as Exhibit 5.1 to the Registration Statement by incorporation by reference.
This opinion is being furnished to you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K promulgated under the Securities Act in connection with the
Registration Statement, and no opinion is expressed or may be implied herein as to any matter
pertaining to the contents of the Registration Statement or the Prospectus Supplement.
In connection with this opinion, we have examined such matters of fact and questions of law as we
have considered appropriate for purposes of this letter. We have relied upon the foregoing and
upon certificates and other assurances of officers of the Company and others as to factual matters
without having independently verified such factual matters.
In rendering this opinion, we have assumed: (i) information contained in documents reviewed by us
is true, complete and correct; (ii) the genuineness and authenticity of all signatures; (iii) the
authenticity of all documents submitted to us as originals; (iv) the conformity to authentic
originals of all documents submitted to us as copies; (v) the accuracy, completeness and
authenticity of certificates of public officials; (vi) the due authorization, execution and
delivery of all documents by parties other than the Company; (vii) the obligations of parties other than the Company to the Distribution Agreement
being valid, binding and enforceable; and (viii) the legal capacity of all natural persons.
Based on the foregoing, we are of opinion that the Shares have been duly and validly authorized
and, when issued and delivered by the Company and paid for pursuant to the Distribution Agreement,
will be validly issued, fully paid and nonassessable.
We are opining herein only as to the Colorado Business Corporation Act, as amended, the applicable
provisions of the Colorado Constitution and any reported judicial decisions interpreting these
laws. We express no opinion with respect to the applicability thereto, or the effect thereon, of
the laws of any other jurisdiction, or as to any matters of municipal law or the laws of any local
agencies within Colorado.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Companys
February Form 8-K and to the incorporation by reference of this opinion in the Registration
Statement, and to the reference to our firm under the caption Legal Matters in the Prospectus
Supplement. In giving this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours, |
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/s/ Holland & Hart LLP | ||||
Holland & Hart LLP | ||||