EXHIBIT 5(A) & 23(A)
RITCHIE & REDIKER, L.L.C.
Attorneys At Law
312 North 23rd Street
Birmingham, Alabama 35203
205-251-1288
Carolyn L. Duncan Facsimile
205-324-7832
December 29, 1997
Citation Corporation
2 Office Park Circle
Suite 204
Birmingham, Alabama 35223
Re: Form S-8 Registration Statement
Citation Corporation 1994 Incentive Award Plan
Gentlemen:
We have acted as counsel for Citation Corporation, a Delaware corporation
(the "Company"), in connection with the registration on Form S-8 of up to
1,000,000 shares of the Company's common stock, $.01 par value (the "Common
Stock") to be issued pursuant to and in accordance with the terms of the
Company's 1994 Incentive Award Plan, as amended (the "Plan"). We have examined
certificates of public officials and originals or copies of such corporate
records, documents and other instruments relating to the authorization and
issuance of such shares of Common Stock pursuant to the Plan as we have deemed
relevant under the circumstances.
On the basis of the foregoing, it is our opinion that:
1. The Company was duly organized and incorporated and is validly existing
under the laws of the State of Delaware, with an authorized capitalization
consisting of 35,000,000 shares, divided into 30,000,000 shares of Common Stock,
par value $.01 per share, and 5,000,000 shares of Preferred Stock, par value
$1.00 per share.
2. The proposed offer and sale pursuant to the Plan of up to 1,000,000
shares of Common Stock have been duly authorized by the Board of Directors of
the Company, and such shares, when issued in accordance with the terms and
conditions of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement.
Yours very truly,
RITCHIE & REDIKER, L.L.C.
By: /s/ Carolyn L. Duncan
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Carolyn L. Duncan, Esq.