EXHIBIT 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 735-3000
January 7, 1999
Huntsman ICI Chemicals LLC
Huntsman ICI Financial LLC
Tioxide Group
Tioxide Americas Inc.
500 Huntsman Way
Salt Lake City, Utah 84108
Re: Huntsman ICI Chemicals LLC, Huntsman ICI Financial LLC, Tioxide Group
and Tioxide Americas Inc. Registration Statement on Form S-4
(File Nos. 333-85141, 333-85141-01 through 333-85141-03)
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Ladies and Gentlemen:
We have acted as special counsel to Huntsman ICI Chemicals LLC, a Delaware
limited liability company (the "Company"), and the Guarantors (as defined below)
in connection with the public offering of (a) $600,000,000 aggregate princi pal
amount of the Company's 10 1/8% Senior Subordinated Notes due 2009 and (b)
(Euro) 200,000,000 aggregate principal amount of the Company's 10 1/8% Senior
Subordi nated Notes due 2009 (together, the "Exchange Notes"), that are
unconditionally guaranteed (the "Guarantee") by each of Huntsman ICI Financial
LLC (the "Dela ware Guarantor"), Tioxide Group (the "U.K. Guarantor") and
Tioxide Americas Inc. (the "Cayman Guarantor" and, collectively with the
Delaware Guarantor and the U.K. Guarantor, the "Guarantors"). The Exchange Notes
are to be issued pursuant to an exchange offer (the "Exchange Offer") in
exchange for like principal amounts of the issued and outstanding 10 7/8% Senior
Subordinated Notes due 2009 of the Company (the "Original Notes") under the
Indenture, dated as of June 30, 1999 (the "Indenture"), between the Company and
Bank One, N.A., as Trustee (the "Trustee"), as contemplated by the Exchange and
Registration Rights Agreement, dated as of June 30, 1999 (the "Registration
Rights Agreement"), by and among the Company,
the Guarantors, Goldman, Sachs & Co., Deutsche Bank Securities Inc., Chase
Securities Inc. and Warburg Dillon Read LLC.
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 (File Nos. 333-85141, 333-85141-01 through 333-85141-03)
as filed with the Securities and Exchange Commission (the "Commission") on
August 13, 1999 under the Act, Amendment No. 1 thereto as filed with the
Commission on October 14, 1999, Amendment No. 2 thereto as filed with the
Commission on December 1, 1999, and Amendment No. 3 thereto as filed with the
Commission on the date hereof (such Registration Statement, as so amended, being
hereinafter referred to as the "Registration Statement"); (ii) an executed copy
of the Registration Rights Agreement; (iii) an executed copy of the Indenture;
(iv) a certified copy of the Certificate of Formation of the Company, dated
March 23, 1999, as amended on April 12, 1999; (v) the Amended and Restated
Limited Liability Company Agree ment of the Company as currently in effect; (vi)
certain resolutions adopted by the Board of Managers of the Company relating to
the Registration Rights Agreement, the Exchange Offer, the issuance of the
Original Notes and the Exchange Notes, the Indenture and related matters; (vii)
a certified copy of the Certificate of Formation of the Delaware Guarantor dated
May 19, 1999; (viii) the Limited Liability Company Agreement of the Delaware
Guarantor as currently in effect; (ix) certain resolutions adopted by the Board
of Managers of the Delaware Guarantor relating to the Regis tration Rights
Agreement, the Exchange Offer, the issuance of the Guarantee, the Indenture and
related matters; (x) the Form T-1 of the Trustee filed as an exhibit to the
Registration Statement; (xi) the form of the Exchange Notes and the Guarantee
thereof. We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company, the Guarantors
and such agree ments, certificates of public officials, certificates of
officers or other representatives of the Company and the Guarantors and others,
and such other documents, certifi cates and records as we have deemed necessary
or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submit-
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ted to us as originals, the conformity to original documents of all documents
submit ted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of executed docu ments or documents to be executed, we have assumed
that the parties thereto, other than the Company, the Delaware Guarantor and the
U.K. Guarantor, had or will have the power, corporate or other, to enter into
and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties (other than the Company, the Delaware Guarantor and the
U.K. Guarantor) of such documents and the validity and binding effect on such
parties (other than the Company, the Delaware Guarantor and the U.K. Guarantor).
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company, the
Guarantors and others.
Our opinions set forth herein are limited to the Limited Liability Company
Act of the State of Delaware and the laws of the State of New York which are
normally applicable to transactions of the type contemplated by the Exchange
Offer, and to the extent that judicial or regulatory orders or decrees or
consents, approvals, licenses, authorizations, validations, filings, recordings
or registrations with govern mental authorities are relevant, to those required
under such laws (all of the forego ing being referred to as "Opined on Law").
We do not express any opinion with respect to the law of any jurisdiction other
than Opined on Law or as to the effect of any such non-opined law on the
opinions herein stated.
To the extent that the opinions set forth below relate to matters of the
laws of the United Kingdom with respect to the power of the U.K. Guarantor to
enter into and perform its obligations under any agreement or document or the
authoriza tion, execution or delivery of any agreement or document by the U.K.
Guarantor, we do not express any opinion on such matters, but have relied, with
your consent, solely upon the opinion of Slaughter & May delivered to you, and
our opinions expressed herein are subject to all the assumptions, limitations,
qualifications, reservations and exceptions set forth therein.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:
1. When (i) the Registration Statement becomes effective under the Act and
the Indenture has been qualified under the Trust Indenture Act of 1939, as
amended, and (ii) the Exchange Notes (in the form examined by us) have been duly
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executed and authenticated in accordance with the terms of the Indenture and
have been issued and delivered upon consummation of the Exchange Offer against
receipt of Original Notes surrendered in exchange therefor in accordance with
the terms of the Exchange Offer, the Exchange Notes will constitute valid and
binding obligations of the Company, entitled to the benefits of the Indenture,
and enforceable against the Company in accordance with their terms, except that
(A) the enforcement thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium, fraudu lent conveyance or other similar laws nor or
hereafter in effect relating to creditors' rights generally and (2) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) and (B) the waiver included in Section 4.06 of
the Indenture may be unenforceable.
2. The Guarantee has been duly and validly authorized by the Delaware
Guarantor, and when (i) the Registration Statement becomes effective under the
Act and the Indenture has been qualified under the Trust Indenture Act of 1939,
as amended; and (ii) the Exchange Notes have been duly executed and
authenticated in accordance with the Indenture and have been issued and
delivered upon consumma tion of the Exchange Offer, and the Guarantee has been
executed by the Delaware Guarantor and the U.K. Guarantor and attached thereto
in accordance with the terms of the Indenture and delivered in accordance with
the Exchange Offer, each such Guarantee will constitute the valid and binding
obligation of each of the Delaware Guarantor and the U.K. Guarantor, enforceable
against each of the Delaware Guaran tor and the U.K. Guarantor in accordance
with its terms and entitled to the benefits of the Indenture, except that (A)
the enforcement thereof may be limited by (1) bank ruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws nor or
hereafter in effect relating to creditors' rights generally and (2) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) and (B) the waiver included in Section 4.06 of
the Indenture may be unenforceable.
In rendering the opinions set forth above, we have assumed that the
execution and delivery by the Company, the Delaware Guarantor and the U.K.
Guarantor of the Indenture, the Exchange Notes and the Guarantee, as applicable,
and the performance by the Company, the Delaware Guarantor and the U.K.
Guarantor of their respective obligations thereunder do not and will not
violate, conflict with or constitute a default under any agreement or instrument
to which the Company, the Delaware Guarantor or the U.K. Guarantor, or any of
their respective properties is subject, except for those agreements and
instruments governed by the laws of the United
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States or any state thereof that have been identified to us by the Company as
being material to it and that have been filed as exhibits to the Registration
Statement.
In rendering our opinion 2 set forth above with respect to the
enforceablility of the Guarantee against the U.K Guarantor, (1) we have relied
without independent investigation upon and have assumed the correctness of the
opinion of Slaughter & May filed as Exhibit 5.2 to the Registration Statement,
that the execution and delivery by the U.K. Guarantor of the Indenture and the
Guarantee and the perfor mance by the U.K. Guarantor of its obligations
thereunder do not and will not (i) violate the laws of the United Kingdom or
(ii) violate, conflict with or constitute a breach or default under the
memorandum of association or articles of association of the U.K. Guarantor and
(2) our opinion with respect to the enforceability of the choice of New York law
and choice of New York forum provisions of the Indenture and Guarantee is
rendered in reliance upon the Act of July 19, 1984, ch. 421, 1984 McKinney's
Sess. Laws of N.Y. 1406 (codified at N.Y. Gen. Oblig. Law (S)(S) 5-1401, 5-1402
(McKinney Supp. 1986) and N.Y. CPLR 327(b) (McKinney Supp. 1986)) (the "1984
Act") and is subject to the qualifications that such enforceability (i) may be
limited by public policy considerations of any jurisdiction, other than the
courts of the State of New York, in which enforcement of such provisions, or of
a judgment upon an agreement containing such provisions, is sought and (ii) as
specified in the 1984 Act, does not apply to the extent provided to the contrary
in subsection two of Section 1-105 of the New York Uniform Commercial Code.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
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