Exhibit 5.1
July 8, 2016
U.S. Concrete, Inc.
331 North Main Street
Euless, Texas 76039
| Re: | U.S. Concrete, Inc. |
| Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as counsel to U.S. Concrete, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-4 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to (i) up to $400,000,000.00 aggregate principal amount of 6.375% Senior Notes due 2024 (the “ExchangeNotes”) of the Company to be issued under an Indenture (the “Indenture”), dated as of June 7, 2016, among the Company, the subsidiary guarantors named therein as specified on Schedule I hereto (the “Guarantors”) and U.S. Bank National Association, as Trustee, pursuant to an exchange offer (the “Exchange Offer”) by the Company described in the Registration Statement in exchange for a like principal amount of the issued and outstanding 6.375% Senior Notes due 2024 (the “Initial Notes”) previously issued under the Indenture and (ii) the guarantees by the Guarantors (the “Guarantees”) of the Exchange Notes pursuant to the Indenture. For purposes of this letter, “Covered Guarantors” means the Guarantors specified on Schedule II hereto. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
We have examined originals or certified copies of such corporate, company and partnership records of the Company and Covered Guarantors and other certificates and documents of officials of the Company and the Covered Guarantors, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies, that the Exchange Notes will conform to the specimen thereof we have reviewed and that the Exchange Notes will be duly authenticated in accordance with the terms of the Indenture.
We have also assumed the existence and entity power to execute and deliver the Indenture of, and the due authorization, execution, issuance and delivery of the Indenture by, each of the parties thereto other than the Company and the Covered Guarantors, and authentication of the Initial Notes by the Trustee and that the Indenture is a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company and the Covered Guarantors, all of which we assume to be true, correct and complete.
U.S. Concrete
July 8, 2016
Page 2
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that when the Registration Statement has become effective under the Act and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the Exchange Notes have been duly executed by the Company, duly authenticated by the Trustee in accordance with the terms of the Indenture, and issued and delivered by or on behalf of the Company in accordance with the terms of the Indenture against receipt of Initial Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, (i) the Exchange Notes will be valid and binding obligations of the Company, and (ii) the Guarantees of the Guarantors will be valid and binding obligations of the Guarantors.
The opinions and other matters in this letter are qualified in their entirety and subject to the following:
| A. | We express no opinion as to the laws of any jurisdiction other than (i) the laws of the State of New York, (ii) the Texas Business Organizations Code, (iii) the Delaware General Corporation Law and the Delaware Limited Liability Company Act, (iv) the California Corporations Code and the California Revised Uniform Limited Liability Company Act (which is included in the California Corporations Code) of the State of California, and (v) the District of Columbia Business Organizations Code, which is Chapter 1 of Title 29 of the District of Columbia Code. |
| B. | The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (ii) general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law); (iii) securities laws and public policy underlying such laws with respect to rights to indemnification and contribution; and (iv) laws governing the waiver of stay, extension or usury laws. |
| C. | This opinion letter is limited to the matters expressly stated herein, and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company, the Guarantors or any other person or any other circumstance. |
U.S. Concrete
July 8, 2016
Page 3
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.
Very truly yours,
/s/ Akin Gump Strauss Hauer & Feld LLP
AKIN GUMP STRAUSS HAUER & FELD LLP
Schedule I
Guarantors
Name of Guarantor | State of Jurisdiction | Type of Entity | ||
160 East 22nd Terminal LLC | New Jersey | Limited Liability Company | ||
Aggregate & Concrete Testing, LLC | New York | Limited Liability Company | ||
Alberta Investments, Inc. | Texas | Corporation | ||
Alliance Haulers, Inc. | Texas | Corporation | ||
American Concrete Products, Inc. | California | Corporation | ||
Atlas Redi-Mix, LLC | Texas | Limited Liability Company | ||
Atlas-Tuck Concrete, Inc. | Oklahoma | Corporation | ||
Beall Concrete Enterprises, LLC | Texas | Limited Liability Company | ||
Beall Industries, Inc. | Texas | Corporation | ||
Beall Investment Corporation, Inc. | Delaware | Corporation | ||
Beall Management, Inc. | Texas | Corporation | ||
Bode Concrete LLC | California | Limited Liability Company | ||
Bode Gravel Co. | California | Corporation | ||
Breckenridge Ready Mix, Inc. | Texas | Corporation | ||
Central Concrete Supply Co., Inc. | California | Corporation | ||
Central Precast Concrete, Inc. | California | Corporation | ||
Colonial Concrete Co. | New Jersey | Corporation | ||
Concrete XXXIV Acquisition, Inc. | Delaware | Corporation | ||
Concrete XXXV Acquisition, Inc. | Delaware | Corporation | ||
Concrete XXXVI Acquisition, Inc. | Delaware | Corporation | ||
Custom-Crete, LLC | Texas | Limited Liability Company | ||
Custom-Crete Redi-Mix, LLC | Texas | Limited Liability Company | ||
Eastern Concrete Materials, Inc. | New Jersey | Corporation | ||
Ferrara Bros., LLC | Delaware | Limited Liability Company | ||
Ferrara West LLC | New Jersey | Limited Liability Company | ||
Hamburg Quarry Limited Liability Company | New Jersey | Limited Liability Company | ||
Ingram Concrete, LLC | Texas | Limited Liability Company | ||
Kurtz Gravel Company | Michigan | Corporation | ||
Local Concrete Supply & Equipment, LLC | Delaware | Limited Liability Company | ||
Master Mix, LLC | Delaware | Limited Liability Company | ||
Master Mix Concrete, LLC | New Jersey | Limited Liability Company | ||
MG, LLC | Maryland | Limited Liability Company | ||
New York Sand & Stone, LLC | New York | Limited Liability Company | ||
NYC Concrete Materials, LLC | Delaware | Limited Liability Company | ||
Outrigger, LLC | Delaware | Limited Liability Company | ||
Pebble Lane Associates, LLC | Delaware | Limited Liability Company |
Premco Organization, Inc. | New Jersey | Corporation | ||
Redi-Mix Concrete, LP | Texas | Limited Partnership | ||
Redi-Mix, GP LLC | Texas | Limited Liability Company | ||
Redi-Mix, LLC | Texas | Limited Liability Company | ||
Right Away Redy Mix Incorporated | California | Corporation | ||
Rock Transport, Inc. | California | Corporation | ||
San Diego Precast Concrete, Inc. | Delaware | Corporation | ||
Sierra Precast, Inc. | California | Corporation | ||
Smith Pre-Cast, Inc. | Delaware | Corporation | ||
Superior Concrete Materials, Inc. | Washington, DC | Corporation | ||
Titan Concrete Industries, Inc. | Delaware | Corporation | ||
USC Atlantic, Inc. | Delaware | Corporation | ||
USC Management Co., LLC | Delaware | Limited Liability Company | ||
USC-Nycon, LLC | Delaware | Limited Liability Company | ||
USC Payroll, Inc. | Delaware | Corporation | ||
USC Technologies, Inc. | Delaware | Corporation | ||
U.S. Concrete On-Site, Inc. | Delaware | Corporation | ||
U.S. Concrete Texas Holdings, Inc. | Delaware | Corporation | ||
Yardarm, LLC | Delaware | Limited Liability Company |
Schedule II
Covered Guarantors
Name of Covered Guarantor | State of Jurisdiction | Type of Entity | ||
Aggregate & Concrete Testing, LLC | New York | Limited Liability Company | ||
Alberta Investments, Inc. | Texas | Corporation | ||
Alliance Haulers, Inc. | Texas | Corporation | ||
American Concrete Products, Inc. | California | Corporation | ||
Atlas Redi-Mix, LLC | Texas | Limited Liability Company | ||
Beall Concrete Enterprises, LLC | Texas | Limited Liability Company | ||
Beall Industries, Inc. | Texas | Corporation | ||
Beall Investment Corporation, Inc. | Delaware | Corporation | ||
Beall Management, Inc. | Texas | Corporation | ||
Bode Concrete LLC | California | Limited Liability Company | ||
Bode Gravel Co. | California | Corporation | ||
Breckenridge Ready Mix, Inc. | Texas | Corporation | ||
Central Concrete Supply Co., Inc. | California | Corporation | ||
Central Precast Concrete, Inc. | California | Corporation | ||
Concrete XXXIV Acquisition, Inc. | Delaware | Corporation | ||
Concrete XXXV Acquisition, Inc. | Delaware | Corporation | ||
Concrete XXXVI Acquisition, Inc. | Delaware | Corporation | ||
Custom-Crete, LLC | Texas | Limited Liability Company | ||
Custom-Crete Redi-Mix, LLC | Texas | Limited Liability Company | ||
Ferrara Bros., LLC | Delaware | Limited Liability Company | ||
Ingram Concrete, LLC | Texas | Limited Liability Company | ||
Local Concrete Supply & Equipment, LLC | Delaware | Limited Liability Company | ||
Master Mix, LLC | Delaware | Limited Liability Company | ||
New York Sand & Stone, LLC | New York | Limited Liability Company | ||
NYC Concrete Materials, LLC | Delaware | Limited Liability Company | ||
Outrigger, LLC | Delaware | Limited Liability Company | ||
Pebble Lane Associates, LLC | Delaware | Limited Liability Company | ||
Redi-Mix Concrete, LP | Texas | Limited Partnership | ||
Redi-Mix, GP LLC | Texas | Limited Liability Company | ||
Redi-Mix, LLC | Texas | Limited Liability Company | ||
Right Away Redy Mix Incorporated | California | Corporation | ||
Rock Transport, Inc. | California | Corporation | ||
San Diego Precast Concrete, Inc. | Delaware | Corporation | ||
Sierra Precast, Inc. | California | Corporation | ||
Smith Pre-Cast, Inc. | Delaware | Corporation | ||
Superior Concrete Materials, Inc. | Washington, DC | Corporation | ||
Titan Concrete Industries, Inc. | Delaware | Corporation | ||
USC Atlantic, Inc. | Delaware | Corporation | ||
USC Management Co., LLC | Delaware | Limited Liability Company |
USC-Nycon, LLC | Delaware | Limited Liability Company | ||
USC Payroll, Inc. | Delaware | Corporation | ||
USC Technologies, Inc. | Delaware | Corporation | ||
U.S. Concrete On-Site, Inc. | Delaware | Corporation | ||
U.S. Concrete Texas Holdings, Inc. | Delaware | Corporation | ||
Yardarm, LLC | Delaware | Limited Liability Company |