CONNER &WINTERS
OKLAHOMA CITY Irwin H. Steinhorn John W. Funk Jared D. Giddens Robin F. Fields Kiran A. Phansalkar Victor F. Albert Mitchell D. Blackburn Mark H. Bennett Bryan J. Wells Laura McCasland Holbrook J. Dillon Curran C. Brad Williams Justin L. Pybas
___________ Peter B. Bradford TULSA Henry G. Will Joseph J. McCain, Jr. Lynnwood R. Moore, Jr. Robert A. Curry Steven W. McGrath D. Richard Funk Randolph L. Jones, Jr. J. Ronald Petrikin Larry B. Lipe James E. Green, Jr. Martin R. Wing | John W. Ingraham Andrew R. Turner Gary L. Betow Gentra Abbey Sorem R. Kevin Redwine Tony W. Haynie Bruce W. Freeman David R. Cordell C. Raymond Patton, Jr. Paul E. Braden Robert J. Melgaard P. Scott Hathaway Lawrence A. Hall Timothy T. Trump Mark E. Dreyer Teresa Meinders Burkett Nancy E. Vaughn Mark D. Berman Katherine G. Coyle Beverly K. Smith Melodie Freeman-Burney R. Richard Love III Robert D. James Stephen R. Ward Jeffrey R. Schoborg Anne B. Sublett J. Ryan Sacra Jason S. Taylor Katy Day Inhofe Julia Forrester-Sellers | ATTORNEYS & COUNSELORS AT LAW Conner & Winters, LLP 1700 One Leadership Square 211 North Robinson Oklahoma City, Oklahoma 73102-7101 405-272-5711 Fax 405-232-2695 www.cwlaw.com ___________ | Melinda L. Kirk Debra R. Stockton P. Bradley Bendure Kathryn J. Kindell Alissa A. Hurley Jed W. Isbell Paige N. Shelton Jason B. Coutant Allison McGrath Gardner Elizabeth G. Zeiders __________
William G. von Glahn Bob F. McCoy Lynn P. Mattson
___________ James R. Ryan Russell H. Harbaugh, Jr. David O. Cordell NORTHWEST ARKANSAS John R. Elrod1 Greg S. Scharlau Terri Dill Chadick Vicki Bronson Todd P. Lewis1 P. Joshua Wisley Kerri E. Kobbeman2 ___________
Charles E. Scharlau1 | WASHINGTON, D.C.
G. Daniel Miller1 Donn C. Meindertsma1 Rabeha S. Kamaluddin3 ___________
Henry Rose1 Erica L. Summers1 HOUSTON, TEXAS Gregory D. Renberg JACKSON, WYOMING
Randolph L. Jones, Jr.
SANTA FE, NEW MEXICO
Douglas M. Rather ________________
Benjamin C. Conner
1879-1963 John M. Winters, Jr. 1901-1989 1Not Admitted in Oklahoma 2Not Admitted in Arkansas 3Admitted only in California; admission in the District of Columbia pending; supervision by Donn C. Meindertsma, a member of the District of Columbia Bar |
September 10, 2007
LSB Industries, Inc.
16 South Pennsylvania
P.O. Box 754
Oklahoma City, Oklahoma 73101
| Re: | LSB Industries, Inc.; Form S-8 Registration Statement; Non-Qualified |
| Stock Option Agreements – 2006; Our File No. 07033-0001 |
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 450,000 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 Agreement, dated June 19, 2006, granted to Dan Ellis (250,000 shares) and the Non-Qualified Stock Option Agreement, dated June 19, 2006, granted to John Bailey (200,000 shares) (collectively, the “Non-Qualified Agreements”).
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 Amended and Restated Certificate of Incorporation, as amended; |
| (b) | Company’s Bylaws, as amended; |
| (c) | the Non-Qualified Agreements; |
| (d) | Minutes of the Compensation and Option Committee of the Company, dated June 19, 2006; |
| (e) | Certificate of Good Standing of the Company issued by the Secretary of State of Delaware on September 7, 2007; |
| (f) | Consent of Ernst & Young, LLP, dated September 7, 2007; |
| (g) | Form S-8 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 450,000 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, LLP
/s/ Conner & Winters, LLP
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