FFP Marketing Company, Inc.
November 30, 1998
Page 2
Exhibit 5.1
Jenkens & Gilchrist
A PROFESSIONAL CORPORATION
FOUNTAIN PLACE
1445 ROSS AVENUE, SUITE 3200 AUSTIN, TEXAS
DALLAS, TX 75202 (512) 499-3800
(214) 855-4500 HOUSTON, TEXAS
TELECOPIER (214) 855-4300 (713) 951-3300
SAN ANTONIO, TEXAS
(210) 246-5000
WASHINGTON, D.C.
WRITER'S DIRECT DIAL NUMBER (202) 326-1500
(214) 855-4361
November 30, 1998
FFP Marketing Company, Inc.
2801 Glenda Avenue
Fort Worth, Texas 76117
Re: FFP Marketing Company, Inc. Registration Statement
Gentlemen:
We have acted as counsel to FFP Marketing Company, Inc., a Texas
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about November 30, 1998, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
234,333 shares (the "Shares") of the $.01 par value common stock (the "Common
Stock") of the Company that have been or may be issued by the Company under the
FFP Marketing Company, Inc. Nonqualified Stock Option Plan (the "Plan").
You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering. In connection therewith, we have
examined and relied upon the original, or copies identified to our satisfaction,
of (1) the Articles of Incorporation and the Bylaws of the Company; (2) minutes
and records of the corporate proceedings of the Company with respect to the
establishment of the Plan, the reservation and issuance of 234,333 shares of
Common Stock pursuant to the Plan and related matters; (3) the Registration
Statement and exhibits thereto, including the Plan; and (4) such other documents
and instruments as we have deemed necessary for the expression of opinions
herein contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, and as to the content and form of the Articles of
Incorporation, the Bylaws, minutes, records, resolutions and other documents or
writings of the Company, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independent check or verification of their accuracy.
Based upon the firm's examination, consideration of, and reliance on
the documents and other matters described above, and assuming that
(1) the outstanding shares are duly granted, and the shares to be
granted in the future will be duly granted in accordance with the terms of the
Plan;
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance to those persons granted
shares of Common Stock under the Plan; and
FFP Marketing Company, Inc.
November 30, 1998
Page 2
(3) the consideration for Common Stock issued pursuant to the Plan is
actually received by the Company as provided in the Plan (and/or the agreements
executed in connection with the Plan), and exceeds the par value of such shares;
this firm is of the opinion that the Company presently has available at least
234,333 shares of authorized but unissued and/or treasury shares of Common Stock
from which may be issued the 234,333 shares of Common Stock issued or proposed
to be issued pursuant to the exercise of options granted under the Plan and the
234,333 shares of Common Stock that may be issued in accordance with the terms
of the Plan will be, when and if issued, duly and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to our firm included in or made a part
of the Registration Statement. In giving this consent, we do not admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
JENKENS & GILCHRIST,
a Professional Corporation
By: /s/ W. Alan Kailer
---------------------
W. Alan Kailer, Esq.
cc: E. Leigh Gillett, Esq.
Heather L. Radliff, Esq.