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Exhibit 5.2
| | | VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN STREET
HOUSTON, TEXAS 77002-6760
TELEPHONE (713) 758-2222
FAX (713) 758-2346
www.velaw.com |
February 11, 2004
Huntsman LLC
500 Huntsman Way
Salt Lake City, Utah 84108
- Re:
- Registration Statement on Form S-4 (File No. 333-112279)
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4, File No. 333-112279 (the "Registration Statement") filed by Huntsman LLC, a Utah limited liability company (the "Company"), with the Securities and Exchange Commission (the "Commission") in connection with the registration by the Company under the Securities Act of 1933, as amended (the "Securities Act") of (i) the offer and exchange by the Company (the "Exchange Offer") of $455,400,000 aggregate principal amount of its 115/8% Senior Secured Notes due 2010 (the "Initial Notes") for a new series of notes bearing substantially identical terms and in like principal amount (the "Exchange Notes") and (ii) the Guarantee dated September 30, 2003 and the Guarantee dated December 12, 2003 (together, the "Guarantees") of certain subsidiaries of the Company listed in the Registration Statement as guarantors (the "Guarantors") of the Exchange Notes. The Initial Notes and the Exchange Notes are collectively referred to herein as the "Notes." The Initial Notes were issued, and the Exchange Notes will be issued, under an Indenture dated as of September 30, 2003 among the Company, the Guarantors and HSBC Bank USA, as Trustee (the "Indenture"). We have acted as special counsel for Huntsman International Services Corporation, a Texas corporation ("HISC"), and Huntsman Fuels, L.P., a Texas limited partnership ("Huntsman Fuels").
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Indenture, (iii) the Guarantees and (iv) such other corporate records, certificates, statutes and other instruments and documents as we have considered necessary or appropriate for purposes of the opinions hereafter expressed. In connection with this opinion, we have assumed that the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the Registration Statement. We have further assumed that the Exchange Offer will be conducted on such terms and conditions as are set forth in the prospectus contained in the Registration Statement to which this opinion is filed as an exhibit.
Based on the foregoing and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:
1. HISC is validly existing as a corporation in good standing under the laws of the State of Texas.
2. Huntsman Fuels is validly existing as a limited partnership under the laws of the State of Texas.
3. The Indenture and the Guarantees have been duly authorized, executed and delivered by each of HISC and Huntsman Fuels.
4. HISC has the corporate power and authority to perform its obligations under the Indenture and the Guarantees.
5. Huntsman Fuels has the limited partnership power and authority to perform its obligations under the Indenture and the Guarantees.
We are members of the bar of the State of Texas. The opinions expressed herein are limited exclusively to the laws of the State of Texas, and we express no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.
Stoel Rives LLP is authorized to rely upon the foregoing opinion in its capacity as legal counsel to the Company and in connection with the rendering of its opinion to the Company dated the date hereof as fully as if this opinion were addressed to it.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm name in the prospectus forming a part of the Registration Statement under the caption "Legal Matters." By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulation of the Commission issued thereunder.
| | Very truly yours, |
|
/s/ Vinson & Elkins L.L.P. |
|
Vinson & Elkins L.L.P. |
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