EXHIBIT 5
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WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
July 29, 1998
AK Steel Holding Corporation
703 Curtis Street
Middletown, Ohio 45043
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to AK Steel Holding Corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission of the Company's Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to an aggregate of 3,200,000 shares of the Company's Common Stock, $.01
par value (the "Shares"), underlying grants of stock options and restricted
stock awards under the Company's 1994 Stock Incentive Plan, as amended through
May 21, 1998 (the "Plan").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement and such
corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. As to all questions of fact material to this opinion that have not
been independently established, we have relied upon certificates or
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AK Steel Holding Corporation
July 29, 1998
Page 2
comparable documents of officers and representatives of the
Company.
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Shares have been duly authorized and,
when issued, delivered and paid for in accordance with the terms of the Plan,
will be validly issued, fully paid and non-assessable, and no personal liability
will attach to the holders thereof under the laws of the State of Delaware.
The opinions expressed herein are limited to the corporate laws of
the State of Delaware and the federal laws of the United States, and we express
no opinion as to the effect on the matters covered by this letter of the laws of
any other jurisdiction.
The opinions expressed herein are rendered solely for your benefit
in connection with the transactions described above. We hereby consent to the
filing of this letter as an exhibit to the Registration Statement. Except as
stated in the preceding sentence, the opinions expressed herein may not be used
or relied upon by any other person nor may this letter or any copies thereof be
furnished to a third party, filed with a governmental agency, quoted, cited or
otherwise referred to without our prior written consent.
Very truly yours,
WEIL, GOTSHAL & MANGES LLP