Exhibit 5.1
[Letterhead of Simpson Thacher & Bartlett LLP]
December 11, 2015
Summit Materials, LLC
Summit Materials Finance Corp.
1550 Wynkoop Street, 3rd Floor
Denver, Colorado 80202
Ladies and Gentlemen:
We have acted as counsel to Summit Materials, LLC, a Delaware limited liability company (the “Company”), and Summit Materials Finance Corp., a Delaware corporation (together with the Company, the “Issuers”), and to the subsidiaries of the Company listed on Schedule I hereto (the “Delaware Guarantors”) and the subsidiaries of the Company listed on Schedule II hereto (the “Non-Delaware Guarantors” and, together with the Delaware Guarantors, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Issuers of up to $300,000,000 aggregate principal amount of 6.125% Senior Notes due 2023 (the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Exchange Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the Exchange Guarantees will be issued under an indenture, dated as of July 8, 2015 (as amended by the first supplemental indenture, dated as of July 17, 2015, by the second supplemental indenture, dated as of October 7, 2015 and by
the third supplemental indenture, dated as of November 19, 2015, the “Indenture”), among the Issuers, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The Exchange Securities and the Exchange Guarantees will be offered by the Issuers and the Guarantors in exchange for their outstanding 6.125% Senior Notes due 2023 and the guarantees thereof that were issued on November 19, 2015.
We have examined the Registration Statement and the Indenture (including the form of Exchange Security and the terms of the Exchange Guarantees set forth therein), which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Issuers and the Guarantors.
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee. We have assumed further that (i) each of the Non-Delaware Guarantors is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, (ii) each of the Non-Delaware Guarantors has duly authorized, executed, delivered and issued the Indenture and the Guarantees, as applicable, in
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accordance with its respective organizational documents and the laws of its jurisdiction of incorporation or formation and (iii) the execution, delivery and performance by each of the Non-Delaware Guarantors of the Indenture and the Guarantees, as applicable, do not violate its respective organizational documents or the laws of its jurisdiction of incorporation or formation or any other jurisdiction.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:
1. When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture pursuant to the exchange offer described in the Registration Statement, the Exchange Securities will constitute valid and legally binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms.
2. When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture pursuant to the exchange offer described in the Registration Statement and (b) the Exchange Guarantees have been duly issued, the Exchange Guarantees will constitute valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.
Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
We do not express any opinion herein concerning any law other than the law of the State of New York, the Delaware General Corporation Law and the Delaware Limited Liability Company Act.
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We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.
| Very truly yours, |
| /s/ Simpson Thacher & Bartlett LLP |
| SIMPSON THACHER & BARTLETT LLP |
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SCHEDULE I
Delaware Guarantors
Entity Name
Alleyton Resource Company, LLC
Alleyton Services Company, LLC
Austin Materials, LLC
Continental Cement Company, L.L.C.
Kilgore Companies, LLC
RK Hall, LLC
Summit Materials Corporations I, Inc.
Summit Materials Holdings II, LLC
Summit Materials International, LLC
SCHEDULE II
Non-Delaware Guarantors
Subsidiary | State of Incorporation or Organization | |
| Elam Construction, Inc. | Colorado | |
| Concrete Supply of Topeka, Inc. | Kansas | |
| Cornejo & Sons, L.L.C. | Kansas | |
| Hamm, Inc. | Kansas | |
| N.R. Hamm Contractor, LLC | Kansas | |
| N.R. Hamm Quarry, LLC | Kansas | |
| Penny’s Concrete and Ready Mix, L.L.C. | Kansas | |
| Bourbon Limestone Company | Kentucky | |
| Hinkle Contracting Company, LLC | Kentucky | |
| Con-Agg of MO, L.L.C. | Missouri | |
| Green America Recycling, LLC | Missouri | |
| Buckhorn Materials, LLC | South Carolina | |
| Colorado County Sand & Gravel Co., L.L.C. | Texas | |
| Industrial Asphalt, LLC | Texas | |
| SCS Materials, LLC | Texas | |
| Troy Vines, Incorporated | Texas | |
| B&B Resources, Inc. | Utah | |
| Kilgore Partners, L.P. | Utah | |
| LeGrand Johnson Construction Co. | Utah | |
| Lewis & Lewis, Inc. | Wyoming |