Exhibit 5.1
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February 28, 2023
Ryerson Holding Corporation
227 W. Monroe St., 27th Floor
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as counsel to Ryerson Holding Corporation, a Delaware corporation (the “Company”), in connection with the offer and sale by RYPS, LLC (the “Selling Stockholder”) of 2,486,580 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Shares were offered pursuant to the Company’s Registration Statement on Form S-3, filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”) on January 29, 2021 (the “Registration Statement”), as supplemented by the preliminary prospectus supplement, dated February 24, 2023 (together with the base prospectus included as part of the Registration Statement, the “Preliminary Prospectus”), the final prospectus supplement dated February 24, 2023 (the “Prospectus Supplement,” and together with the base prospectus included as part of the Registration Statement, the “Prospectus”).
We have examined copies of the Third Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Amended and Restated Bylaws of the Company, the Registration Statement, the Prospectus, relevant resolutions adopted by the Company’s Board of Directors (the “Board of Directors”), and other records and documents that we have deemed necessary for the purpose of this opinion letter. We are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, papers, statutes and authorities as we have deemed necessary to form a basis for the opinions hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied on statements and certificates of officers and representatives of the Company and public officials.
Based on and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that the Shares have been validly issued and are fully paid and non-assessable.
BRUSSELS CHICAGO FRANKFURT HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO ALTO PARIS ROME SAN FRANCISCO WASHINGTON