Exhibit 5
January 10, 2000
Republic Technologies International, LLC
RTI Capital Corp.
Republic Technologies International Holdings, LLC
Nimishillen & Tuscarawas, LLC
Bliss & Laughlin, LLC
Canadian Drawn Steel Company, Inc.
c/o Republic Technologies International, LLC
3770 Embassy Parkway
Akron, Ohio 44333-8367
Ladies and Gentlemen:
We have acted as counsel to Republic Technologies
International, LLC, a Delaware limited liability company ("Republic
Technologies"), and RTI Capital Corp., a Delaware corporation (together with
Republic Technologies, the "Issuers") and to Republic Technologies International
Holdings, LLC, a Delaware limited liability company ("Holdings"), Nimishillen &
Tuscarawas, LLC, a Delaware limited liability company ("N&M"), Bliss & Laughlin,
LLC, a Delaware limited liability company (together with Holdings, N&M, the
"U.S. Guarantors") and as U.S. counsel to Canadian Drawn Steel Company, Inc., a
Canadian corporation (the "Canadian Guarantor" and, together with the U.S.
Guarantors, the "Guarantors"), in connection with the Registration Statement on
Form S-4 (the "Registration Statement") filed by the Issuers and the Guarantors
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, relating to the issuance by the Issuers of
up to $425,000,000 aggregate principal amount of 13-3/4% Senior Secured Notes
due 2009 (the "Exchange Notes") and the issuance by the Guarantors of guarantees
(the "Guarantees"), with respect to the Exchange Notes. The Exchange Notes and
the
Guarantees will be issued under an indenture (the "Indenture") dated as of
August 13, 1999, among the Issuers, the Guarantors and United States Trust
Company of New York, as Trustee. The Exchange Notes will be offered by the
Issuers in exchange for $425,000,000 aggregate principal amount of its
outstanding 13-3/4% Senior Secured Notes due 2009 (the "Notes").
We have examined the Registration Statement and the Indenture,
which has been filed with the Commission as an exhibit to the Registration
Statement. We also have examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company and the Guarantors.
In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents. We also have assumed that the Indenture is the valid and legally
binding obligation of the Trustee. We have assumed further that (1) the Canadian
Guarantor is validly existing under the laws of Canada and has duly authorized,
executed and delivered the Indenture in accordance with its charter documents
and by-laws and the laws of Canada, (2) execution, delivery and performance, as
the case may be, by the Canadian Guarantor of the Indenture and the Guarantees
do not and will not violate the laws of Canada or any other applicable laws
(excepting the laws of the State of New York and the Federal laws of the United
States) and (3) execution, delivery and performance, as the case may be, by the
Canadian Guarantor of the Indenture and the Guarantees
do not and will not constitute a breach or violation of any agreement
or instrument which is binding upon the Canadian Guarantor.
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that:
1. When the Exchange Notes have been duly executed,
authenticated, issued and delivered in accordance with the provisions
of the Indenture upon the exchange, the Exchange Notes will constitute
valid and legally binding obligations of the Issuers enforceable
against the Issuers in accordance with their terms.
2. When (a) the Exchange Notes have been duly executed,
authenticated, issued and delivered in accordance with the provisions
of the Indenture upon the exchange and (b) the Guarantees have been
duly issued, the Guarantees will constitute valid and legally binding
obligations of the Guarantors enforceable against the Guarantors in
accordance with their terms.
Our opinions set forth above are subject to the effects of (1)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, (2)
general equitable principles (whether considered in a proceeding in equity or at
law), (3) an implied covenant of good faith and fair dealing and (4) the effects
of the possible judicial application of foreign laws or foreign governmental or
judicial action affecting creditors' rights.
We are members of the Bar of the State of New York, and we do
not express any opinion herein concerning any law other than the Delaware
General Corporation Law (including the statutory provisions, all applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting the foregoing), the law of the State of New York and the Federal
law of the United States.
We hereby consent to the filing of this opinion letter as
Exhibit 5 to the Registration Statement and to the use of our name under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT