CONNER &WINTERS
| | | | | | | | |
| OKLAHOMA CITY | | D. Richard Funk
Randolph L. Jones, Jr. | | ATTORNEYS & COUNSELORS AT LAW
| | Mark D. Berman
Katherine G. Coyle | | OF COUNSEL EMERITUS
|
| Irwin H. Steinhorn | | P. David Newsome, Jr. | | Conner & Winters, P.C. | | Rebecca S. Woodward | | John E. Barry |
| John W. Funk | | J. Ronald Petrikin | | 1700 One Leadership Square | | Beverly K. Smith | | James R. Ryan |
| Jared D. Giddens | | Larry B. Lipe | | 211 North Robinson | | Melodie Freeman-Burney | | Russell H. Harbaugh, Jr. |
| Kiran A. Phansalkar | | James E. Green, Jr. | | Oklahoma City, Oklahoma 73102-7101 | | R. Richard Love, III | | David O. Cordell |
| Mitchell D. Blackburn | | Martin R. Wing | | 405-272-5711 | | Robert D. James | | |
| Mark H. Bennett | | John W. Ingraham | | Fax 405-232-2695 | | Stephen R. Ward | | NORTHWEST ARKANSAS |
| Bryan J. Wells | | Andrew R. Turner | | www.cwlaw.com | | Jeffrey R. Schoborg | | |
| Laura L. McCasland | | Gentra Abbey Sorem | | Writer's Direct Number | | Anne B. Sublett | | John R. Elrod* |
| John E. Gatliff II | | R. Kevin Redwine | | 405-272-5718 | | Katy Day Inhofe | | Greg S. Scharlau |
| Justin T. King | | Tony W. Haynie | | Writer's E-mail Address | | J. Ryan Sacra | | Terri Dill Chadick |
| J. Dillon Curran | | Bruce W. Freeman | | mbennett@cwlaw.com | | Jason S. Taylor | | Vicki Bronson* |
| | David R. Cordell | | | | Julia Forrester-Sellers | | Todd P. Lewis* |
| OF COUNSEL | | John N. Hove | | | | Elizabeth A. Hart | | |
| | C. Raymond Patton, Jr. | | | | Elizabeth A. Hart | | OF COUNSEL |
| Peter B. Bradford | | Paul E. Braden | | | | Melinda L. Kirk | | |
| Shelia M. Darling | | Robert J. Melgaard | | | | Cara M. Hair | | Charles E. Scharlau* |
| | P. Scott Hathaway | | | | Alissa A. Hurley | | |
| TULSA | | Lawrence A. Hall | | | | Heather Holt Bilderback | | SANTA FE |
| | Timothy T. Trump | | | | P. Joshua Wisley | | |
| Henry G. Will | | Mark E. Dreyer | | | | Heather D. Flynn | | OF COUNSEL |
| Joseph J. McCain, Jr. | | Nancy E. Vaughn | | | | | | Douglas M. Rather |
| Lynnwood R. Moore Jr. | | Gregory D. Renberg | | | | OF COUNSEL | | ________________ |
| Robert A. Curry | | | | | | | | |
| >Steven W. McGrath | | | | | | William G. von Glahn | | Benjamin C. Conner |
| | | | | | Bob F. McCoy | | 1879-1963 |
| | | | | | | | John M. Winters, Jr. |
| | | | | | | | 1901-1989 |
| | | | | | | | |
| | | | | | | | * Not Admitted in Oklahoma |
November 4, 2003
LSB Industries, Inc.
16 South Pennsylvania
Post Office Box 754
Oklahoma City, Oklahoma 73101
Re:LSB Industries, Inc.; Form S-8 Registration Statement; Non-QualifiedStock Option Agreements;Our File No. 7033.11
Ladies and Gentlemen:
We are delivering this opinion to you in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), of the Registration Statement on Form S-8 (the "Registration Statement") of LSB Industries, Inc., a Delaware corporation (the "Company"), for the registration of 804,000 shares of the Company's common stock, $0.10 par value (the "Common Stock"), to be issued by the Company pursuant to the Non-Qualified Stock Option Agreements granted to employees of the Company or the Company's wholly owned subsidiaries (collectively, the "Non-Qualified Agreements"), as set forth in Schedule "1."
In connection with this opinion, the undersigned has examined and relied upon such corporate records, certificates, other documents and questions of law, as we have considered necessary or appropriate for the purposes of this opinion, including, but not limited to, the following:
(a) Company's Certificate of Incorporation, as amended;
(b) Company's Bylaws, as amended;
(c) the Non-Qualified Agreements;
(d) Resolutions of the Board of Directors of the Company, dated July 8, 1999, November 29, 2001, April 18 and
March 7, 2002, and September 18, 2003;
(e) Certificate of Good Standing of the Company issued by the Secretary of State of Delaware, September 3, 2003,
confirmed orally by the Secretary of State of Delaware on November 3, 2003;
(f) Consent of Ernst & Young, LLP, dated November 3, 2003
(g) Registration Statement; and
(h) Summary Information regarding the Non-Qualified Agreements.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of all persons, the authenticity of all documents submitted as originals, the conformity with the original documents of all documents submitted as certified or photostatic copies, and the authenticity of the originals of such copies. We have further assumed that any shares of the Company's Common Stock to be issued under the Non-Qualified Agreements will have been issued pursuant to the terms of the Non-Qualified Agreements and will have been registered in accordance with the Act, absent the application of an exemption from registration, prior to the issuance of such shares. We have been advised by the Company that each Non-Qualified Agreement was issued to an employee of the Company or one of its subsidiaries while the recipient was duly employed by the Company or one of its subsidiaries, and in issuing this letter, we have relied upon such representation.
In reliance upon and based on such examination and review, we are of the opinion that, when the Registration Statement becomes effective pursuant to the rules and regulations of the Commission, the 804,000 shares of Common Stock which may be issued pursuant to the Non-Qualified Agreements will constitute, when purchased and issued pursuant to the terms of the Non-Qualified Agreements, duly authorized, validly issued, fully paid and nonassessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
CONNER & WINTERS,
a Professional Corporation
IHS/MHB
Schedule "1"
Non-Qualified Agreements
Name of Plan
|
Number of
Shares
| Offering PricePer Share |
Date ofAgreement
|
Non-Qualified Stock Option Agreement - 1999 (Barry Golsen) | 55,000 | $1.25 | 7/8/1999 |
Non-Qualified Stock Option Agreement - 1999 (Brian Haggart) | 30,000 | $1.25 | 7/8/1999 |
Non-Qualified Stock Option Agreement - 1999 (Dan Ellis) | 20,000 | $1.25 | 7/8/1999 |
Non-Qualified Stock Option Agreement - 1999 (David Goss) | 35,000 | $1.25 | 7/8/1999 |
Non-Qualified Stock Option Agreement - 1999 (David Shear) | 35,000 | $1.25 | 7/8/1999 |
Non-Qualified Stock Option Agreement - 1999 (Jack Golsen) | 176,500 | $1.25 | 7/8/1999 |
Non-Qualified Stock Option Agreement - 1999 (Jim Jones) | 35,000 | $1.25 | 7/8/1999 |
Non-Qualified Stock Option Agreement - 1999 (Larry Jewell) | 30,000 | $1.25 | 7/8/1999 |
Non-Qualified Stock Option Agreement - 1999 (Mike Tepper) | 50,000 | $1.25 | 7/8/1999 |
Non-Qualified Stock Option Agreement - 1999 (Steve Golsen) | 35,000 | $1.25 | 7/8/1999 |
Non-Qualified Stock Option Agreement - 1999 (Tony Shelby) | 35,000 | $1.25 | 7/8/1999 |
Non-Qualified Stock Option Agreement - 2001 (Barry Golsen) | 11,250 | $2.73 | 11/29/01 |
Non-Qualified Stock Option Agreement - 2001 (Brian Haggart) | 20,000 | $2.73 | 11/29/01 |
Non-Qualified Stock Option Agreement - 2001 (Dan Ellis) | 40,000 | $2.73 | 11/29/01 |
Non-Qualified Stock Option Agreement - 2001 (Heidi Brown) | 10,000 | $2.73 | 11/29/01 |
Non-Qualified Stock Option Agreement - 2001 (Larry Jewell) | 10,000 | $2.73 | 11/29/01 |
Non-Qualified Stock Option Agreement - 2001 (Steve Golsen) | 11,250 | $2.73 | 11/29/01 |
Non-Qualified Stock Option Agreement - 2002 (Gary Eck) | 5,000 | $4.1875 | 12/1/2002 |
| | 5,000 | $1.25 | 12/1/2002 |
| 4,000 | $2.73 | 12/1/2002 |
Non-Qualified Stock Option Agreement - 2002 (O. Machacek) | 10,000 | $2.73 | 12/1/2002 |
| 10,000 | $1.25 | 12/1/2002 |
| 10,000 | $4.1875 | 12/1/2002 |
Non-Qualified Stock Option Agreement - 2002 (Paul Keeling) | 8,000 | $4.1875 | 12/1/2002 |
| 10,000 | $1.25 | 12/1/2002 |
| 10,000 | $2.73 | 12/1/2002 |
| 2,000 | $9.00 | 12/1/2002 |
Non-Qualified Stock Option Agreement - 2002 (William Manion) | 11,000 | $4.1875 | 12/1/2002 |
| 15,000 | $1.25 | 12/1/2002 |
| 10,000 | $2.73 | 12/1/2002 |
| 2,000 | $9.00 | 12/1/2002 |
Non-Qualified Stock Option Agreement - 2002 (Giovando) | 3,000 | $4.1875 | 4/25/2002 |
Non-Qualified Stock Option Agreement - 2002 (Bailey) | 50,000 | $2.62 | 11/7/2002 |
| 804,000 | | |
