EXHIBIT 5.1
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901-3229
May 31, 2002
The Board of Directors of Each of
UCAR Finance Inc.
GrafTech International Ltd.
UCAR Carbon Company Inc.
UCAR Carbon Technology LLC
UCAR Composites Inc.
UCAR Global Enterprises Inc.
UCAR Holdings III Inc.
UCAR International Trading Inc.
c/o GrafTech International Ltd.
Brandywine West
1521 Concord Pike, Suite 301
Wilmington, Delaware 19803
Ladies and Gentlemen:
We have acted as special counsel to UCAR Finance Inc., a Delaware
corporation (the "Company") and the issuer of the Existing Notes and the
Exchange Notes (as each term is defined below), GrafTech International Ltd., a
Delaware corporation ("GrafTech"), UCAR Carbon Company Inc., a Delaware
corporation ("UCAR Carbon"), UCAR Carbon Technology LLC, a Delaware limited
liability company ("UCAR Carbon Technology"), UCAR Composites Inc., a California
corporation ("UCAR Composites"), UCAR Global Enterprises Inc., a Delaware
corporation ("UCAR Global"), UCAR Holdings III Inc., a Delaware corporation
("UCAR Holdings"), and UCAR International Trading Inc., a Delaware corporation
("UCAR International" and, together with GrafTech, UCAR Carbon, UCAR Carbon
Technology, UCAR Composites, UCAR Global and UCAR Holdings, the "Guarantors"),
in connection with the preparation and filing of a Registration Statement on
Form S-4, as amended (the "Registration Statement"), with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Act"), with respect to the proposed offer to exchange (the
"Exchange Offer") $550,000,000 principal amount of 10 1/4% Senior Notes due 2012
issued by the Company (the "Exchange Notes") and guaranteed by the Guarantors
(the "Guarantees") for a like aggregate principal amount of 10 1/4% Senior Notes
due 2012 issued by the Company (the "Existing Notes") and guaranteed by the
Guarantors in transactions exempt from or not subject to registration under the
Act. The Exchange Notes will be issued pursuant to the Indenture, dated as of
February 15, 2002 and supplemented as of April 30, 2002, among the Company, the
Guarantors and State Street Bank and Trust Company, as Trustee, pursuant to
which the Existing Notes were originally issued (the "Indenture"). As such
counsel, you have
requested our opinion as to the matters described herein relating to the
issuance of the Exchange Notes and the Guarantees in the Exchange Offer.
We have examined the Certificate or Articles of Incorporation and
By-Laws of the Company and each of the Guarantors, in each case as amended and
restated through the date hereof; minutes of the corporate proceedings of the
Company and each of the Guarantors through the date hereof, in each case as made
available to us by officers of the Company and the Guarantors; an executed copy
of the Registration Statement and all exhibits thereto in the form filed with
the Commission; executed copies of each of (i) the Indenture, (ii) the
Registration Rights Agreement dated February 15, 2002 among the Company, the
Guarantors, Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc.,
ABN AMRO Incorporated, Fleet Securities, Inc. and Scotia Capital (USA) Inc. and
(iii) the Registration Rights Agreement dated May 6, 2002, among the Company,
the Guarantors, Credit Suisse First Boston Corporation and J.P. Morgan
Securities Inc.; specimen forms of the Exchange Notes and the Guarantees; and
such matters of law deemed necessary by us in order to deliver this opinion. In
the course of our examination, we have assumed that all documents required to be
duly authorized, executed and delivered by a party or parties other than the
Company and each of the Guarantors have been duly authorized, executed and
delivered by such party or parties. In addition, we have assumed the genuineness
of all signatures, the authenticity of all originals, the conformity to
originals of all copies, the authenticity of the originals of such copies and
the legal capacity of all natural persons. As to certain factual matters, we
have relied upon information furnished to us by officers of the Company and each
of the Guarantors.
We express no opinion with respect to the enforceability of any
agreement, contract or document or any provision thereof: (i) to the extent that
such enforceability may be subject to, or affected by, applicable bankruptcy,
insolvency, reorganization, receivership, moratorium, arrangement, assignment
for the benefit of creditors, fraudulent transfer or conveyance or similar state
or federal laws, by judicially developed doctrines affecting the rights and
remedies of creditors generally or general principles of equity (including
commercial reasonableness, good faith and fair dealing and the requirement that
the right, remedy or penalty sought be proportionate to the breach, default or
injury), regardless of whether enforceability is sought in a proceeding at law
or in equity; (ii) providing for specific performance, injunctive relief or
other equitable remedies (including any provision that limits the availability
of such equitable remedies), regardless of whether such enforceability is sought
in a proceeding in equity or at law; (iii) providing for indemnification and
contribution, which provisions may be limited by federal and state securities
laws or policies underlying such laws; (iv) requiring any waiver of stay or
extension laws, diligent performance or other acts that may be unenforceable
under principles of public policy; (v) to the extent that such enforceability
may be subject to, or affected by, compliance with, and limitations imposed by,
procedural requirements relating to the exercise of remedies; or (vi) providing
for a choice of law, jurisdiction or venue (and we have assumed that such
provisions will be enforced).
We express no opinion concerning any law of any jurisdiction other
than (i) the laws of the States of New York and Connecticut, (ii) the federal
laws of the United States of America and (iii) with respect to the Company and
the Guarantors (except for UCAR Composites), the General Corporation Law of the
State of Delaware and, for UCAR Composites, the General Corporation Law of the
State of California. Without limiting the foregoing, we
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express no opinion with respect to the applicability or the effect of the laws
of any other state, municipality or jurisdiction or any rules, regulations or
orders of any agencies within any other state, municipality or jurisdiction.
Based upon and subject to the foregoing, we are of the opinion that
when (i) the Registration Statement becomes effective, (ii) the Indenture has
been qualified under the Trust Indenture Act of 1939, as amended, and (iii) the
Exchange Notes and the Guarantees have been duly executed and, in the case of
the Exchange Notes, authenticated in accordance with the terms of the Indenture
and delivered to the purchasers thereof in exchange for the Existing Notes as
described in the Registration Statement, the Exchange Notes and the Guarantees
will be valid and binding obligations of the Company or the Guarantor party
thereto, enforceable against the Company or the Guarantor party thereto in
accordance with its respective terms.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to it in the prospectus included
therein under the caption "Legal Matters." In giving such consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Act. We have no obligation to update this opinion for events or
changes in law or fact occurring after the date hereof.
Very truly yours,
/s/ Kelley Drye & Warren LLP
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