Exhibit 5.4
Baker & McKenzie LLP | ||
300 East Randolph Street, Suite 5000 | ||
Chicago, IL 60601 | ||
United States | ||
Tel: +1 312 861 8000 | ||
Fax: +1 312 861 2899 | ||
www.bakermckenzie.com |
Asia Pacific Bangkok Beijing Brisbane Hanoi Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur* Manila* Melbourne Seoul Shanghai Singapore Sydney Taipei Tokyo Yangon Europe, Middle East & Africa Abu Dhabi Almaty Amsterdam Antwerp Bahrain Baku Barcelona Berlin Brussels Budapest Cairo Casablanca Doha Dubai Dusseldorf Frankfurt/Main Geneva Istanbul Jeddah* Johannesburg Kylv London Luxembourg Madrid Milan Moscow Munich Paris Prague Riyadh* Rome St. Petersburg Stockholm Vienna Warsaw Zurich The Americas Bogota Brasilia** Buenos Aires Caracas Chicago Dallas Guadalajara Houston Juarez Lima Mexico City Miami Monterrey New York Palo Alto Porto Alegre** Rio de Janeiro** San Francisco Santiago Sao Paulo** Tijuana Toronto Valencia Washington, DC * Associated Firm ** In cooperation with Trench, Rossi e Watanabe Advogados | February 27, 2020 A.M. Castle & Co. 1420 Kensington Road, Suite 220 Oak Brook, IL 60523 Re: Tender Offer Document Ladies and Gentlemen: We have acted as special Mexican counsel to Castle Metals de México, S.A. de C.V. (“Castle Mexico”) and Castle Metals de Mexicali, S.A. de C.V. (“Castle Mexicali”), each a company organized under the laws of the United Mexican States (“Mexico”) (jointly, Castle México and Castle Mexicali, the “Guarantors”), in connection with (i) the issuance by A.M. Castle & Co. (the “Company”) of 3.00% / 5.00% Convertible Senior Secured PIK Toggle Notes due 2024 (the “New Notes”) to be guaranteed by the Guarantors; and (ii) the guarantee documents that the New Notes Indenture (as such term is defined below) requires that the Guarantors execute. Capitalized terms used and not otherwise defined herein shall have the meanings given them in the New Notes Indenture. You have advised us that the New Notes are to be issued pursuant to an indenture (the “New Notes Indenture”) to be entered into by and between the Company, the guarantors party thereto (including the Guarantors), Wilmington Savings Fund Society, FSB, as trustee, and Wilmington Savings Fund Society, FSB, as collateral agent, in a form filed as Exhibit 4.5 to the Tender Offer Document. In rendering the opinion expressed below, we have reviewed executed copies of the following documents: (1) the deed of incorporation and the current by‐laws (estatutos sociales) of Castle México (the “Castle México Constitutive Documents”): (2) the deed of incorporation and the current by‐laws (estatutos sociales) of Castle Mexicali (the “Castle Méxicali Constitutive Documents”); (3) the powers of attorney that Castle México issued to each of Marec Elden Edgar and Patrick Richard Anderson, to be exercised individually on Castle México’s behalf; (4) the powers of attorney that Castle Mexicali issued to each of Marec Elden Edgar and Patrick Richard Anderson, to be exercised individually on Castle Mexicali’s behalf; and |
Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.
A,M. Castle & Co.
February 27, 2020
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(5) | such other documents, instruments, books and records as we have deemed relevant or appropriate in connection with this opinion (the documents described in clauses (1) through (5) constituting the “Reviewed Documents”.) |
We have assumed, without any independent investigation or verification of any kind, (i)) the genuineness of all signatures and the authenticity and effectiveness of all documents submitted to us, (ii) that the copies of all documents submitted to us are complete and conform with authentic originals thereof (iii) that each natural person (other than the natural persons acting on behalf of Castle México and Castle Mexicali) signing any document reviewed by us had the legal capacity to do so and to perform his or her obligations thereunder, (iv) that each person (other than the persons acting on behalf of Castle Mexico and Castle Mexicali) signing in a representative capacity any document reviewed by us had authority to sign in such capacity, and (v) that all information contained in all documents reviewed by us is complete, true and correct.
The opinions expressed herein are limited to the laws of Mexico as in effect on the date hereof. We express no opinion as to any laws other than the laws of Mexico, and we have assumed that there is nothing in any other law that affects our opinion. In particular, we have made no independent investigation of the laws of the United States of America or any state or other political subdivision thereof or therein, including without limitation the laws of the State of New York, as a basis for the opinions stated herein and do not express or imply any opinion on or based on such laws.
Based upon and subject to the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:
Each of the Guarantors is a corporation duly incorporated and existing under and by virtue of the laws of Mexico. Each Guarantor has all requisite corporate power and authority to execute and deliver the New Notes Indenture and the guarantee documents that the New Notes Indenture requires that each Guarantor executes, and to observe and perform all of the provisions and conditions thereof applicable to each Guarantor. The execution and delivery, by either Marec Elden Edgar or Patrick Richard Anderson, of the New Notes Indenture and the guarantee documents that the New Notes Indenture requires that each Guarantor execute, has been duly authorized by each Guarantor and no other corporate action of either Guarantor is requisite to the execution and delivery thereof.
The opinions expressed herein are rendered as of the date hereof, and we undertake no, and expressly disclaim any, duty to advise you regarding any changes in, or to otherwise communicate with you with respect to, the matters and opinions set forth herein.
A.M. Castle & Co.
February 27, 2020
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This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.
We hereby consent to the filing of this Opinion with the Commission as Exhibit 5.4 to the Tender Offer Document. McDermott Will & Emery LLP may rely upon this opinion as to matters of Mexican law as if this opinion were addressed to it for purposes of their opinion to you of even date herewith. This opinion is not to be transmitted to anyone else or is it to be relied upon by anyone else or for any other purpose without our express written consent.
Very truly yours, | |