August 18, 2003
The Board of Directors of Each of
GrafTech International Ltd.
GrafTech Finance Inc.
GrafTech Global Enterprises Inc.
UCAR Carbon Company Inc.
UCAR Carbon Technology LLC
UCAR Holdings V 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 GrafTech International
Ltd., a Delaware corporation ("GrafTech"), GrafTech Finance Inc., a Delaware
corporation ("Finance"), GrafTech Global Enterprises Inc., a Delaware
corporation ("Global"), UCAR Carbon Company Inc., a Delaware corporation
("Carbon"), UCAR Carbon Technology LLC, a Delaware limited liability company
("Technology"), UCAR Holdings V Inc. (formerly UCAR Composites Inc.), a
California corporation ("Holdings V"), UCAR Holdings III Inc., a Delaware
corporation ("Holdings III"), and UCAR International Trading Inc., a Delaware
corporation ("Trading" and, together with GrafTech, Finance, Global, Carbon,
Technology, Holdings V, and Holdings III, the "Registrants"), in connection
with the preparation and filing of a Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the registration of the
sale from time to time of up to $175,000,000 aggregate maximum offering price
of: (i) shares of common stock, par value $0.01 per share, of GrafTech (the
"Common Stock"); (ii) shares of preferred stock, par value $0.01 per share, of
GrafTech (the "Preferred Stock"); (iii) debt securities issued by one or more of
the Registrants (the "Debt Securities"), which may be issued pursuant to one or
more indentures, including supplemental indentures (the "Indenture") between
such Registrant or
Registrants and a trustee to be named; (iv) guarantees by one or more of the
Registrants (the "Guarantees") of Debt Securities issued by one or more of the
other Registrants; (v) depositary shares (the "Depositary Shares") representing
interests in shares of Preferred Stock, to be evidenced by depositary receipts
issued pursuant to a deposit agreement (the "Deposit Agreement"); (vi) warrants
(the "Warrants") to purchase Common Stock, Preferred Stock, Debt Securities
(including any related Guarantees) and Depositary Shares (collectively with the
Warrants, the "Securities"); (vii) purchase contracts for the purchase of
Securities (the "Purchase Contracts"); and (vii) units (the "Units") consisting
of a Purchase Contract and a pledge of collateral security for the purchaser's
obligation to purchase Securities under the Purchase Contract. As such counsel,
you have requested our opinion as to the matters described herein relating to
the issuance of the Securities, the Purchase Contracts and the Units
contemplated by the Registration Statement.
We have examined: the Certificate or Articles of Incorporation
(or equivalent thereof) and By-Laws (or equivalent thereof) of each of the
Registrants, in each case as amended and restated through the date hereof;
minutes of the corporate proceedings of each of the Registrants through the date
hereof, in each case as made available to us by officers of each of the
Registrants; an executed copy of the Registration Statement and all exhibits
thereto in the form filed with the Commission; an executed copy of the Rights
Agreement dated August 7, 1998 between GrafTech and Computershare Investor
Services, LLC, as amended; 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 Registrants 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 each of the
Registrants.
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, fraudulent
transfer or conveyance or similar state or federal laws, 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
Registrants (except for Holdings V), the General Corporation Law of the State
of Delaware and, for Holdings V, the General Corporation Law of the State of
California. Without limiting the foregoing, we express no opinion with respect
to the applicability or the effect of the laws of any other country, province,
state, municipality or jurisdiction or any rules, regulations or orders of any
governmental or regulatory authorities, bodies or agencies within any country,
province, state, municipality or jurisdiction.
Based upon and subject to the foregoing, we are of the opinion
that:
1. When necessary corporate action on the part of GrafTech has
been taken to authorize the issuance and sale of shares of Common Stock, and
when such shares of Common Stock are issued, paid for and delivered in
accordance with the applicable underwriting or other agreement, such shares of
Common Stock will be duly authorized, validly issued, fully paid and
non-assessable.
2. When necessary corporate action on the part of GrafTech has
been taken to authorize the issuance and sale of shares of a series of Preferred
Stock, including the designation of such series of Preferred Stock by the Board
of Directors of GrafTech and the proper filing with the Secretary of State of
the State of Delaware of a Certificate of Designations relating to such series
of Preferred Stock, and when such shares of such series of Preferred Stock are
issued, paid for and delivered in accordance with the applicable underwriting or
other agreement, such shares of such series of Preferred Stock will be duly
authorized, validly issued, fully paid and non-assessable.
3. When the Indenture has been qualified under the Trust
Indenture Act of 1939, as amended, when necessary corporate action on the part
of the relevant Registrant or Registrants has been taken to authorize the
issuance and sale of a series of Debt Securities and any related Guarantees,
including authorization thereof in accordance with the Indenture and when the
Indenture, such Debt Securities and Guarantees, as applicable, have been duly
executed, authenticated, issued, paid for and delivered in accordance with the
Indenture and the applicable underwriting or other agreement, such Debt
Securities and Guarantees will constitute valid and binding obligations of the
relevant Registrant or Registrants, enforceable in accordance with their
respective terms.
4. When necessary corporate action on the part of the relevant
Registrant or Registrants has been taken to authorize the issuance and sale of a
series of Depositary Shares, when the Deposit Agreement and such Depositary
Shares, as applicable, have been duly executed, authenticated, issued, paid for
and delivered in accordance with the Deposit Agreement and the applicable
underwriting or other agreement and when the relevant shares of a series of
Preferred Stock have been duly authorized, issued, paid for and delivered
thereunder,
such Depositary Shares will be valid and binding instruments of the relevant
depository, enforceable in accordance with their terms.
5. When necessary corporate action on the part of the relevant
Registrant or Registrants has been taken to authorize the issuance and sale of
Warrants, when a warrant agreement and such Warrants, as applicable, have been
duly executed, authenticated, issued, paid for and delivered in accordance with
such warrant agreement and the applicable underwriting or other agreement, and
when the relevant warrant certificates have been duly authorized, issued, paid
for and delivered thereunder, such Warrants will be valid and binding
instruments of the relevant Registrant or Registrants, enforceable in accordance
with their terms.
6. When necessary corporate action on the part of the relevant
Registrant or Registrants has been taken to authorize the issuance and sale of
Purchase Contracts, when a purchase contract agreement, pledge agreement and
such Purchase Contracts, as applicable, have been duly executed, authenticated,
issued, paid for and delivered in accordance with such purchase contract
agreement and the applicable pledge or other agreement and when the relevant
Purchase Contacts have been duly authorized, issued, paid for and delivered
thereunder, such Purchase Contracts will be valid and binding instruments of the
relevant Registrant or Registrants, enforceable in accordance with their terms.
7. When necessary corporate action on the part of the relevant
Registrant or Registrants has been taken to authorize the issuance or sale of
Units, when a unit agreement and the securities underlying such Units, as
applicable, have been duly executed, authenticated, issued, paid for and
delivered in accordance with such unit agreement and the applicable underwriting
or other agreement and when the Units have been duly authorized, issued, paid
for and delivered thereunder, such Units be valid and binding instruments of the
relevant Registrant or Registrants, enforceable in accordance with their terms.
In connection with our opinions expressed above, we have
assumed that, at or prior to the time of the delivery of any Security, Purchase
Contract or Unit, (i) the Board of Directors shall have duly established the
terms of such Security, Purchase Contract or Unit and duly authorized the
issuance and sale thereof and such authorization shall not have been modified or
rescinded; (ii) the Registration Statement shall have been declared effective
and such effectiveness shall not have been terminated or rescinded; (iii) there
shall not have occurred any change in law affecting the validity or
enforceability of such Security, Purchase Contract or Unit; and (iv) none of the
terms of any Security, Purchase Contract, or Unit to be established subsequent
to the date hereof nor the issuance and delivery thereof or the compliance by a
Registrant with the terms thereof will violate any law or will result in a
violation of any provision of any contract, agreement or instrument then binding
upon such Registrant or any restriction imposed by any court or any governmental
or regulatory authority, agency or body having jurisdiction over such
Registrant.
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.
This opinion is rendered solely to you in connection with the
above matter. This opinion may not be relied upon by you for any other purposes
or relied upon by or furnished to any other person without our prior written
consent. We have no obligation to update this opinion for events or changes in
law or fact occurring after the date hereof.
Very truly yours,
KELLEY DRYE & WARREN LLP
By: /s/ M. Ridgway Barker
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A Partner