Exhibit 5.1
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| | SIDLEY AUSTIN LLP | | BEIJING | | HONG KONG | | SAN FRANCISCO |
| 2001 ROSS AVENUE | | BOSTON | | HOUSTON | | SHANGHAI |
| SUITE 3600 | | BRUSSELS | | LONDON | | SINGAPORE |
| DALLAS, TX 75201 | | CENTURY CITY | | LOS ANGELES | | SYDNEY |
| +1 214 981 3300 | | CHICAGO | | MUNICH | | TOKYO |
| +1 214 981 3400 FAX | | DALLAS | | NEW YORK | | WASHINGTON, D.C. |
| | | | GENEVA | | PALO ALTO | | |
| | | | FOUNDED 1866 | | | | |
August 2, 2016
Eagle Materials Inc.
3811 Turtle Creek Boulevard
Suite 1100
Dallas, Texas 75219
| Re: | Registration Statement on Form S-3 (File No. 333-206222) |
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3, File No. 333-206222, filed by Eagle Materials Inc., a Delaware corporation (the “Company”), and Post-Effective Amendment No. 1 thereto filed by the Company and the subsidiaries of the company listed onSchedule I hereto (collectively, the “Subsidiary Guarantors”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), which registration statement, as so amended (the “Registration Statement”) became effective upon filing pursuant to Rule 462(e) under the Securities Act. Pursuant to the Registration Statement, the Company is issuing $350,000,000 aggregate principal amount of the Company’s 4.500% Senior Notes due 2026 (the “Notes”), and guarantees thereof (the “Guarantees” and, together with the Notes, the “Securities”) by the Subsidiary Guarantors. The Securities are being issued under an Indenture dated as of May 8, 2009 (the “Base Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by a First Supplemental Indenture dated as of August 2, 2016 (the “Supplemental Indenture;” the Base Indenture, as amended and supplemented by the First Supplemental Indenture, is hereinafter called the “Indenture”), among the Company, the Subsidiary Guarantors and the Trustee. The Securities are to be sold by the Company pursuant to an underwriting agreement dated July 28, 2016 (the “Underwriting Agreement”) among the Company and J.P. Morgan Securities LLC, as representative of the underwriters named therein (the “Underwriters”).
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the Indenture, the Underwriting Agreement, the Notes in global form and resolutions adopted by the board of directors of the Company (the “Board”), the pricing committee of the Board and the directors, managers or sole member, as applicable, of each of the Subsidiary Guarantors identified onSchedule II hereto (collectively, the “Specified Subsidiary Guarantors”), relating to the Registration Statement, the Indenture, the Underwriting Agreement and the issuance of the Notes by the Company and the Guarantees by the Specified Subsidiary Guarantors. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and
Sidley Austin (TX) LLP is a Delaware limited liability partnership doing business as Sidley Austin LLP and practicing in affiliation with other Sidley Austin partnerships.
Eagle Materials Inc.
August 2, 2016
Page 2
statements of the Company and the Specified Subsidiary Guarantors and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to or obtained by us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to or obtained by us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company and the Specified Subsidiary Guarantors.
Based on and subject to the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that the Securities will constitute valid and binding obligations of the Company and the Subsidiary Guarantors, respectively, when the Notes are duly executed by duly authorized officers of the Company and duly authenticated by the Trustee, all in accordance with the provisions of the Indenture, and delivered to the Underwriters against payment of the agreed consideration therefor in accordance with the Underwriting Agreement.
Our opinion is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.
With respect to each instrument or agreement referred to in or otherwise relevant to the opinions set forth herein (each, an “Instrument”), we have assumed, to the extent relevant to the opinions set forth herein, that (i) each party to such Instrument (if not a natural person) was duly organized or formed, as the case may be, and was at all relevant times and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, as the case may be, and had at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument, (ii) such Instrument has been duly authorized, executed and delivered by each party thereto and (iii) such Instrument was at all times and is a valid, binding and enforceable agreement or obligation, as the case may be, of each party thereto; provided that (x) we make no such assumption insofar as it relates to the Company or any Specified Subsidiary Guarantor and is expressly covered by our opinions set forth herein and (y) we make no assumption in clause (iii) insofar as it relates to any Subsidiary Guarantor and is expressly covered by our opinions set forth herein.
This opinion letter is limited to the General Corporation Law of the State of Delaware, the Limited Liability Company Act of the State of Delaware, the General Corporation Law of the State of California, the California Revised Uniform Limited Liability Company Act and the laws of the State of New York (excluding the securities laws of the State of New York). We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
Eagle Materials Inc.
August 2, 2016
Page 3
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
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Very truly yours, |
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/s/ Sidley Austin LLP |
Eagle Materials Inc.
August 2, 2016
Page 4
Schedule I
Subsidiary Guarantors
AG Dallas LLC
AG South Carolina LLC
American Gypsum Company LLC
American Gypsum Marketing Company LLC
Audubon Materials LLC
Audubon Readymix LLC
CCP Cement Company
CCP Concrete/Aggregates LLC
CCP Gypsum LLC
CCP Land Company
CCP Leasing LLC
Centex Cement Corporation
Centex Materials LLC
CPCC Land Company LLC
CRS Atlantic LLC
CRS Blocker 1 Inc.
CRS Blocker 2 Inc.
CRS Blocker 3 Inc.
CRS Blocker 4 Inc.
CRS Holdco LLC
CRS Proppants LLC
Dunning Properties, L.L.C.
Eagle Cement Company LLC
Eagle Materials Aviation LLC
Eagle Materials IP LLC
Eagle Oil and Gas Proppants Holdings LLC
Eagle Oil and Gas Proppants LLC
Farming Solutions Holdings LLC
Farming Solutions LLC
Great Northern Sand LLC
Green Property Farms, LLC
Green Rose Investments, LLC
Hollis & Eastern Railroad Company LLC
IC Energy LLC
Illinois Cement Company LLC
Kansas City Aggregate LLC
Kansas City Fly Ash LLC
Kansas City Readymix LLC
Mathews Readymix LLC
MEV Land Trust LLC
Eagle Materials Inc.
August 2, 2016
Page 5
Michigan Cement Company LLC
Minnesota Sand Company LLC
Mountain Cement Company
Mountain Land & Cattle Company LLC
Nevada Cement Company
Northern White Sand LLC
Republic Paperboard Company LLC
Rio Grande Drywall Supply Co.
Skyway Cement Company LLC
Texas Cement Company
TLCC GP LLC
TLCC LP LLC
Tulsa Cement LLC
Western Aggregates LLC
Western Cement Company of California
Wisconsin Cement Company
Eagle Materials Inc.
August 2, 2016
Page 6
Schedule II
Specified Subsidiary Guarantors
AG Dallas LLC
AG South Carolina LLC
American Gypsum Company LLC
American Gypsum Marketing Company LLC
Audubon Materials LLC
Audubon Readymix LLC
CCP Concrete/Aggregates LLC
CCP Leasing LLC
Centex Materials LLC
CPCC Land Company LLC
CRS Blocker 1 Inc.
CRS Blocker 2 Inc.
CRS Blocker 3 Inc.
CRS Blocker 4 Inc.
CRS Holdco LLC
CRS Proppants LLC
Dunning Properties, L.L.C.
Eagle Cement Company LLC
Eagle Materials Aviation LLC
Eagle Materials IP LLC
Eagle Oil and Gas Proppants Holdings LLC
Eagle Oil and Gas Proppants LLC
Farming Solutions Holdings LLC
Farming Solutions LLC
Great Northern Sand LLC
Green Property Farms, LLC
Green Rose Investments, LLC
Hollis & Eastern Railroad Company LLC
IC Energy LLC
Illinois Cement Company LLC
Kansas City Aggregate LLC
Kansas City Fly Ash LLC
Kansas City Readymix LLC
Mathews Readymix LLC
MEV Land Trust LLC
Michigan Cement Company LLC
Minnesota Sand Company LLC
Mountain Land & Cattle Company LLC
Northern White Sand LLC
Republic Paperboard Company LLC
Eagle Materials Inc.
August 2, 2016
Page 7
Skyway Cement Company LLC
TLCC GP LLC
TLCC LP LLC
Tulsa Cement LLC
Western Cement Company of California