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8-K - 8-K - RELIANCE STEEL & ALUMINUM COa13-9939_18k.htm
EX-4.2 - EX-4.2 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex4d2.htm
EX-1.1 - EX-1.1 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex1d1.htm
EX-4.1 - EX-4.1 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex4d1.htm
EX-5.5 - EX-5.5 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex5d5.htm
EX-5.6 - EX-5.6 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex5d6.htm
EX-5.7 - EX-5.7 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex5d7.htm
EX-5.2 - EX-5.2 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex5d2.htm
EX-5.9 - EX-5.9 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex5d9.htm
EX-5.1 - EX-5.1 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex5d1.htm
EX-5.8 - EX-5.8 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex5d8.htm
EX-5.10 - EX-5.10 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex5d10.htm
EX-5.3 - EX-5.3 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex5d3.htm
EX-5.11 - EX-5.11 - RELIANCE STEEL & ALUMINUM COa13-9939_1ex5d11.htm

Exhibit 5.4

 

GRAPHIC

 

April 12, 2013

 

AMI Metals, Inc.
Siskin Steel & Supply Company, Inc.
McKey Perforated Products Co., Inc.

GH Metal Solutions, Inc.
c/o Reliance Steel & Aluminum Co.
350 South Grand Avenue, Suite 5100
Los Angeles, CA 90071

 

Re: Guarantees of Notes of Reliance Steel & Aluminum Co.

 

Ladies and Gentlemen:

 

We have acted as special local counsel to AMI Metals, Inc., a Tennessee corporation (“AMI”), Siskin Steel & Supply Company, Inc., a Tennessee corporation (“Siskin”), and McKey Perforated Products Co., Inc., a Tennessee corporation (“McKey” and collectively with AMI and Siskin, the “Tennessee Subsidiaries”), and GH Metal Solutions, Inc., an Alabama corporation (“GH”), in connection with the offering by Reliance Steel & Aluminum Co., a California corporation (“Reliance”), of its 4.500% Senior Notes due 2023 (the “Notes”), pursuant to the Registration Statement on Form S-3 (File No. 333-187666) (the “Registration Statement”) and the prospectus contained therein filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), as supplemented by the prospectus supplement dated April 9, 2013 relating to the Notes (with the supplement, the “Prospectus”). The Notes will be issued pursuant to an Indenture among Reliance, the subsidiary guarantors named therein (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee (the “Trustee”), dated April 12, 2013, as supplemented by a First Supplemental Indenture thereto dated April 12, 2013 (as supplemented, the “Indenture”). The Notes will be guaranteed by each of AMI, Siskin, McKey and GH (collectively, the “Companies”) and each of the other Guarantors (the “Guarantees”).

 

In preparation for the issuance of this letter, we have reviewed the Registration Statement, Prospectus and the Indenture, which includes the form of the Notes as an exhibit, and we have also reviewed the following documents:

 

1.             Certificates of the Secretary of each of the Tennessee Subsidiaries dated April 12, 2013, certifying (a) the Charter and Bylaws of each of the Tennessee Subsidiaries, (b) the Resolutions adopted on March 22, 2013 by the Board of Directors of each of the Tennessee Subsidiaries, and (c) the incumbency certificate confirming the signature of Karla Lewis as the secretary of each Tennessee Subsidiary.

 

2.             Certificate of the Secretary of GH dated April 12, 2013, certifying (a) the Charter and Bylaws of GH, (b) the Resolutions adopted on March 22, 2013 by the Board of Directors of GH, (c) the Resolutions adopted by the shareholders of GH in an Action

 



 

by Written Consent of the Sole Shareholder of GH dated March 28, 2013, and (d) the incumbency certificate confirming the signature of Karla Lewis as the secretary of GH.

 

3.             Certificates of Existence issued by the Tennessee Secretary of State as to the Tennessee Subsidiaries on April 11, 2013.

 

4.             Certificate of Existence issued by the Alabama Secretary of State as to GH on April 11, 2013 and Certificate of Good Standing issued by the Alabama Department of Revenue as to GH on April 1, 2013.

 

The above documents constitute all of the documents that we have deemed necessary or advisable to review for the purpose of rendering the opinion stated in this letter. We are special local counsel to the Companies in this matter and we have no knowledge of the present assets, liabilities, or operations of the Companies, except as obtained in the review of the documents described above.

 

In rendering our opinion, we have assumed, with your permission, the following matters, without independent investigation:

 

1.             As to all parties and documents, (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies, (v) the due execution, authentication and delivery of all relevant documents by all parties, (vi) that no documents we have reviewed have been amended or altered in any material respect as to vary from the form in which they were provided to us, (vii) that the execution, delivery, and performance of the relevant documents by each party do not violate or breach (x) any law or regulation (except that we do not assume this respecting Tennessee laws and regulations applicable to the Tennessee Subsidiaries and Alabama laws and regulations applicable to GH), (y) any order, decree, or arbitration award applicable to such party or its property, or (z) any agreement binding upon any such party or its property, in each case of this subsection (vii) in any way that would affect the opinion stated in this letter, and (viii) that the trustee under the Indenture and all purchasers of the Notes from Reliance are duly qualified to do business as foreign entities in all jurisdictions in which such qualification is required.

 

2.             As to parties to the Indenture other than the Companies (the “Other Parties”), (i) the due authorization of all relevant documents by the Other Parties, and (ii) that all relevant documents are legal, valid and binding obligations of the Other Parties, enforceable in accordance with their terms, except for limitations that would not affect the opinion stated in this letter.

 

3.             The Notes have been issued in accordance with the provisions of the Indenture for the issuance thereof against payment therefor in accordance with the terms of any agreement pursuant to which they were to be issued or sold.

 

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4.             There has not been any mutual mistake of fact or misunderstanding, fraud, duress, or undue influence that affects the Indenture.

 

5.             There are no agreements or understandings among the parties, written or oral, and there is no usage of trade or course of prior dealing or performance among any of the parties, that would define, supplement or qualify the terms of the Indenture.

 

6.             The Companies are not insolvent and the execution, delivery and performance of the Indenture (i) do not and shall not render the Companies insolvent, and (ii) are fair to the Companies.

 

7.             All representations and other information contained in the Indenture as reviewed by us are correct and complete (except to the extent such representations state legal conclusions included in the opinion stated in this letter), and no changes have occurred in the facts and circumstances disclosed in or serving as a basis of such representations, warranties, certificates and documents from the dates thereof to the date of this letter.

 

Upon the basis of the foregoing, and subject to the further exceptions noted below, we are of the opinion that:

 

1.              Based solely on the Certificates of Existence issued by the Secretary of State of the State of Tennessee, the Tennessee Subsidiaries are validly existing as corporations in good standing in the State of Tennessee.

 

2.              Based solely on the Certificate of Existence issued by the Secretary of State of the State of Alabama and the Certificate of Good Standing issued by the Alabama Department of Revenue, GH is validly existing as a corporation in good standing in the State of Alabama.

 

3.              Each of the Companies has the requisite corporate power and authority to execute and deliver the Indenture.

 

4.              The Indenture and the Guarantees stated in Article X thereof have been duly authorized by each of the Companies and, when (i) the Indenture has been duly authorized, executed and delivered by each other party thereto; (ii) the specific terms of the Notes have been duly established in accordance with the Indenture; and (iii) the Notes have been duly authorized, executed and delivered by Reliance and authenticated by the Trustee in accordance with the applicable Indenture and the applicable underwriting or other agreement against payment therefor, the Guarantees will be a valid and binding obligation of each of the Companies enforceable in accordance with its terms as provided in the Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability.

 

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We further advise you that certain waivers and remedies contained in the Indenture may be rendered unenforceable or limited by applicable laws and judicial decisions, but such laws and judicial decisions do not render the Indenture invalid as a whole, and there exist in the Indenture or pursuant to Tennessee and Alabama law legally adequate remedies for the practical realization of the principal benefits to be provided by the Indenture.

 

We are members of the Bars of the States of Tennessee and Alabama and the foregoing opinion is limited to the laws of the State of Tennessee with respect to the Tennessee Subsidiaries and the laws of the State of Alabama with respect to GH. In this regard, we note that the Indenture is, by its terms, governed by the laws of the State of New York. With your permission, we have evaluated the enforceability of the Indenture as if the laws of the State of Tennessee (not including conflicts laws) applied thereto in all respects with respect to the Tennessee Subsidiaries and as if the laws of the State of Alabama (not including conflicts laws) applied thereto in all respects with respect to GH.

 

We undertake no obligation to advise you of facts or changes in law occurring after the date of this letter that might affect the opinions expressed herein.

 

We hereby consent to the filing of this opinion as an exhibit to Reliance’s current report on Form 8-K on the date hereof and its incorporation by reference into the Registration Statement. In addition, we consent to the reference to us under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion may be relied upon by Davis Polk & Wardwell LLP in connection with the transactions contemplated by the Indenture. This opinion may not be relied upon by any other party for any purpose other than in connection with the transactions contemplated by the Indenture.

 

 

Very truly yours,

 

 

 

/s/ Bradley Arant Boult Cummings LLP

 

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