KRONOS WORLDWIDE, INC.
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Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
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Telephone: 972.233.1700
Telephone Facsimile: 972.448.1445
A. Andrew R. Louis
Assoc. General Counsel and
Assistant Secretary
| March 8, 2004 |
The Board of Directors of Kronos Worldwide, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
| Re: | Registration Statement on Form S-8 Relating to 150,000 Shares of Common Stock of Kronos Worldwide, Inc. Available for Issuance under the Kronos Worldwide, Inc. 2003 Long-Term Incentive Plan |
Ladies and Gentlemen:
I have acted as corporate counsel for Kronos Worldwide, Inc., a Delaware corporation (the "Company"), in connection with the preparation of the Company's Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission on March 9, 2004 under the Securities Act of 1933, as amended (the "Securities Act"), relating to the Company's 150,000 shares (the "Shares") of Common Stock, par value $0.01 per share (the "Common Stock"), available for issuance under the Kronos Worldwide, Inc. 2003 Long-Term Incentive Plan (the "Plan").
A. Basis of Opinions
As the basis for the opinions expressed in this letter, I have examined and considered originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records, and instruments as I have deemed necessary or appropriate for the expression of such opinions, including, without limitation, the following:
| (1) | the Company's first amended and restated certificate of incorporation and amended and restated bylaws (amended and restated as of October 24, 2003), both as amended to date; | |
| (2) | the minutes and records of the corporate proceedings of the Company with respect to the establishment of the Plan and related matters; and | |
| (3) | the Plan. |
B. Opinions
Based upon the foregoing, having regard for such legal considerations as I have deemed relevant, and subject to the comments, assumptions, limitations, qualifications and exceptions set forth in Section C, I hold the opinions set forth below:
| (1) | The issuance of the Shares has been duly authorized; and | |
| (2) | The Shares, when issued, will be validly issued, fully paid and nonassessable. |
C. Comments, Assumptions, Limitations, Qualifications and Exceptions
The opinions expressed in Section B above are based upon and subject to the further comments, assumptions, limitations, qualifications and exceptions as set forth below.
| (1) | I have assumed, without investigation, the genuineness of all signatures and the authenticity of all documents submitted to me as originals, the conformity to authentic originals of all documents submitted to me as copies and the veracity of all such documents. | |
| (2) | I have assumed that (a) awards under the Plan pursuant to which Shares may be issued ("Awards"), which Awards are yet to be granted, will be duly granted in accordance with the terms of the Plan; (b) the Shares will be duly issued in accordance with the terms of the Plan and the respective agreements evidencing the Awards under which such Shares are to be issued; (c) the Company maintains an adequate number of authorized but unissued shares and/or treasury shares of Common Stock available for issuance to those persons who receive or exercise Awards; and (d) the consideration actually received by the Company (or the increase in the Company's capital on the books of the Company, if applicable) for each issued Share is equal to or exceeds the par value thereof. | |
| (3) | The law covered by the opinions expressed in this letter is limited to the federal law of the United States, the Delaware General Corporation Law, as amended, and the law of the state of Texas. | |
| (4) | I am an Assistant Secretary of the Company and I am an employee of Contran Corporation, a Delaware corporation, an indirect parent corporation of the Company. | |
| (5) | Except as set forth in subsection C.6 below, the opinions set forth herein are expressed solely for your benefit, and no other party shall be entitled to rely on my opinions without my prior express written consent. Except as set forth in subsection C.6 below or without my prior express written consent, this opinion letter may not be quoted in whole or in part or otherwise referred to in any document or report and may not be furnished to any person or entity. | |
| (6) | I consent to the filing of this letter as an exhibit to the Registration Statement and to reference to my opinions included in or made a part of the Registration Statement. In giving this consent, I do not admit that I come within the category of a person whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder. |
| Respectfully submitted, /s/ A. Andrew R. Louis A. Andrew R. Louis, Esq. Associate General Counsel and Assistant Secretary of Kronos Worldwide, Inc. |
