EXHIBIT 5.1
May 31, 2001
Alloy Steel International, Inc.
42 Mercantile Way Malaga
P.O. Box 3087 Malaga D C 6945
Western Australia
Re: Registration Statement on Form SB-2, as Amended
(The "Registration Statement")
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Gentlemen:
We have acted as counsel to Alloy Steel International, Inc., a Delaware
corporation (the "CORPORATION"), in connection with the preparation of the
above-referenced Registration Statement as filed on Form SB-2 with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "1933 Act"). The Registration Statement relates to the offering and
sale by selling shareholders of the Corporation of up to 17,050,000 shares of
the Corporation's common stock, par value $0.01 per share (the "Common Stock").
We are furnishing this opinion to you in accordance with Item 601 of Regulation
S-B promulgated under the 1933 Act.
We are familiar with the Registration Statement, and we have examined
the Corporation's Articles of Incorporation, as amended to date, the
Corporation's Bylaws, as amended to date, and minutes and resolutions of the
Corporation's Board of Directors and shareholders. We have also examined such
other documents, certificates, instruments and corporate records, and such
statutes, decisions and questions of law as we have deemed necessary or
appropriate for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that the 17,050,000
shares of Common Stock proposed to be sold by the selling shareholders of the
Corporation as contemplated by the Registration Statement will be legally and
validly issued, fully-paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
/s/ KIRKPATRICK & LOCKHART LLP