Attached files
file | filename |
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8-K - 8-K - RELIANCE STEEL & ALUMINUM CO | a13-9939_18k.htm |
EX-4.2 - EX-4.2 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex4d2.htm |
EX-1.1 - EX-1.1 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex1d1.htm |
EX-4.1 - EX-4.1 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex4d1.htm |
EX-5.5 - EX-5.5 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex5d5.htm |
EX-5.6 - EX-5.6 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex5d6.htm |
EX-5.7 - EX-5.7 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex5d7.htm |
EX-5.4 - EX-5.4 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex5d4.htm |
EX-5.2 - EX-5.2 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex5d2.htm |
EX-5.9 - EX-5.9 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex5d9.htm |
EX-5.8 - EX-5.8 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex5d8.htm |
EX-5.10 - EX-5.10 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex5d10.htm |
EX-5.3 - EX-5.3 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex5d3.htm |
EX-5.11 - EX-5.11 - RELIANCE STEEL & ALUMINUM CO | a13-9939_1ex5d11.htm |
Exhibits 5.1 and 23.1
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New York |
Paris |
Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 |
650 752 2000 tel 650 752 2111 fax
|
April 12, 2013
Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, CA 90071
Ladies and Gentlemen:
We have acted as special counsel for Reliance Steel & Aluminum Co., a California corporation (the Company), in connection with the Companys issuance of $500,000,000 principal amount of 4.500% Senior Notes due 2023 (the Notes) in an underwritten public offering pursuant to an underwriting agreement dated April 9, 2013 (the Underwriting Agreement) among the Company, the subsidiaries of the Company listed on Schedule 1 hereto (the Guarantors) and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the several underwriters (the Underwriters) named in Schedule 1 thereto. The Notes are to be fully and unconditionally guaranteed by the Guarantors (the Guarantees and, together with the Notes, the Securities). The Notes and the Guarantees are to be issued pursuant to an Indenture dated as of April 12, 2013 among the Company, the Guarantors and Wells Fargo, National Association, as trustee (the Trustee), as supplemented by the First Supplemental Indenture dated as of April 12, 2013 among the Company, the Guarantors and the Trustee (together, the Indenture). The Company and the Guarantors have filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-187666, the Registration Statement) pursuant to the provisions of the Securities Act of 1933, as amended (the Securities Act).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Company and the Guarantors that we reviewed were and are accurate and (vii) all representations made by the Company and the Guarantors as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, when the Notes are executed, authenticated, issued and delivered in accordance with the Indenture and the Underwriting Agreement against payment therefor, the Notes will constitute valid and binding obligations of the Company and each of the Guarantees thereof by each Guarantor will constitute valid and binding obligations of each respective Guarantor, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to (w) the enforceability of any waiver of rights under any usury or stay law, (x) (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (ii) any provision of the Indenture that purports to avoid the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law by limiting the amount of any Guarantors obligation, or (y) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.
In connection with the opinions expressed above, we have assumed that (i) the Registration Statement became effective upon filing with the Commission and such effectiveness shall not have been terminated or rescinded and (ii) the Indenture, the Notes and the Guarantees are each valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company and each Guarantor). We have also assumed that the execution, delivery and performance by the Company of the Notes or any Guarantor of the Guarantees (a) require no action by or in respect of, or filing with, any governmental body, agency or official and (b) do not contravene, or constitute a default under, any public policy, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon the Company or any Guarantor.
We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the laws of the State of New York, the State of California and the General Corporation Law of the State of Delaware. Insofar as the foregoing opinion involves matters governed by the laws of Alabama, Arizona, Connecticut, Georgia, Illinois, Louisiana, Minnesota, Ohio, Oregon, Pennsylvania, Tennessee, Texas and Wisconsin, we have relied, without independent inquiry or investigation, on the opinions of Bradley Arant Boult Cummings LLP (with respect to the laws of Alabama and Tennessee), Bryan Cave LLP (with respect to the laws of Arizona), Andre D. Dorval, Attorney at Law (with respect to the laws of Connecticut), Greenberg Traurig LLP (with respect to the laws of Georgia, Illinois and Pennsylvania), Durio, McGoffin, Stagg & Ackermann LLP (with respect to the laws of Louisiana), Fredrikson & Byron, P.A. (with respect to the laws of Minnesota), Bailey Cavalieri LLC (with respect to the laws of Ohio), Davis Wright Tremaine LLP (with respect to the laws of Oregon), Vinson and Elkins LLP (with respect to the laws of Texas) and Foley & Lardner LLP (with respect to the laws of Wisconsin), respectively, each to be filed with a report on Form 8-K to be filed by the Company on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to a report on Form 8-K to be filed by the Company on the date hereof. In addition, we consent to the reference to our name under the caption Legal Matters in the prospectus supplement relating to the Notes and the Guarantees, which is a part of the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell LLP
Schedule 1
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State or Other Jurisdiction of |
Allegheny Steel Distributors, Inc. |
|
Pennsylvania |
Aluminum and Stainless, Inc. |
|
Louisiana |
American Metals Corporation dba American Steel |
|
California |
AMI Metals, Inc. |
|
Tennessee |
CCC Steel, Inc. |
|
Delaware |
Chapel Steel Corp. |
|
Pennsylvania |
Chatham Steel Corporation |
|
Georgia |
Clayton Metals, Inc. |
|
Illinois |
Continental Alloys & Services (Delaware) LLC |
|
Delaware |
Continental Alloys & Services Inc. |
|
Delaware |
Crest Steel Corporation |
|
California |
Delta Steel, Inc. |
|
Texas |
Diamond Manufacturing Company |
|
Pennsylvania |
Durrett Sheppard Steel Co., Inc. |
|
California |
Earle M. Jorgensen Company |
|
Delaware |
Feralloy Corporation |
|
Delaware |
GH Metal Solutions, Inc. |
|
Alabama |
Infra-Metals Co. |
|
Georgia |
LBT, Inc. |
|
Illinois |
Liebovich Bros., Inc. |
|
Illinois |
McKey Perforated Products Co., Inc. |
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Tennessee |
McKey Perforating Co., Inc. |
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Wisconsin |
Metals Supply Company, Ltd. |
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Texas |
National Specialty Alloys, Inc. |
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Delaware |
Pacific Metal Company |
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Oregon |
PDM Steel Service Centers, Inc. |
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California |
Phoenix Corporation dba Phoenix Metals Company |
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Georgia |
Precision Flamecutting and Steel, Inc. |
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Texas |
Precision Strip, Inc. |
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Ohio |
Precision Strip Transport, Inc. |
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Ohio |
Service Steel Aerospace Corp. |
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Delaware |
Siskin Steel & Supply Company, Inc. |
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Tennessee |
Smith Pipe & Steel Company |
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Arizona |
Sugar Steel Corporation |
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Illinois |
Sunbelt Steel Texas, Inc. |
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Texas |
Toma Metals, Inc. |
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Pennsylvania |
Viking Materials, Inc. |
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Minnesota |
Yarde Metals, Inc. |
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Connecticut |