EXHIBIT 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 735-3000
December 1, 1999
Huntsman ICI Chemicals LLC
Huntsman ICI Financial LLC
Tioxide Group
Tioxide Americas Inc.
500 Huntsman Way
Salt Lake City, Utah 84108
Re: Huntsman ICI Chemicals LLC, Huntsman ICI Financial LLC, Tioxide Group
and Tioxide Americas Inc. Registration Statement on Form S-4
(File Nos. 333-85141, 333-85141-01 through 333-85141-03)
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Ladies and Gentlemen:
We have acted as special counsel to Huntsman ICI Chemicals LLC, a Delaware
limited liability company (the "Company"), and the Guarantors (as defined below)
in connection with the public offering of (a) $600,000,000 aggregate principal
amount of the Company's 10 1/8% Senior Subordinated Notes due 2009 and (b)
(EURO)200,000,000 aggregate principal amount of the Company's 10 1/8% Senior
Subordinated Notes due 2009 (together, the "Exchange Notes"), that are
unconditionally guaranteed (the "Guarantee") by each of Huntsman ICI Financial
LLC (the "Delaware Guarantor"), Tioxide Group (the "U.K. Guarantor") and Tioxide
Americas Inc. (the "Cayman Guarantor" and, collectively with the Delaware
Guarantor and the U.K. Guarantor, the "Guarantors"). The Exchange Notes are to
be issued pursuant to an exchange offer (the "Exchange Offer") in exchange for a
like principal amount and denomination of the issued and outstanding 10 1/8%
Senior Subordinated Notes due 2009 of the Company (the "Original Notes") under
an Indenture dated as of June 30, 1999 (the "Indenture"), between the Company
and Bank One, N.A., as Trustee (the "Trustee"), as contemplated by the Exchange
and Registration Rights Agreement dated as of June 30, 1999 (the "Registration
Rights Agreement"), by and among the
Company, the Guarantors, Goldman, Sachs & Co., Deutsche Bank Securities Inc.,
Chase Securities Inc. and Warburg Dillon Read LLC.
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 (File Nos. 333-85141, 333-85141-01 through 333-85141-03)
as filed with the Securities and Exchange Commission (the "Commission") on
August 13, 1999 under the Act, Amendment No. 1 thereto as filed with the
Commission on October 14, 1999, and Amendment No. 2 thereto as filed with the
Commission on the date hereof (such Registration Statement, as so amended, being
hereinafter referred to as the "Registration Statement"); (ii) an executed copy
of the Registration Rights Agreement; (iii) an executed copy of the Indenture;
(iv) a certified copy of the Certificate of Formation of the Company, dated
March 23, 1999, as amended on April 12, 1999; (v) the Amended and Restated
Limited Liability Company Agreement of the Company as currently in effect; (vi)
certain resolutions adopted by the Board of Managers of the Company relating to
the Registration Rights Agreement, the Exchange Offer, the issuance of the
Original Notes and the Exchange Notes, the Indenture and related matters; (vii)
a certified copy of the Certificate of Formation of the Delaware Guarantor dated
May 19, 1999; (viii) the Limited Liability Company Agreement of the Delaware
Guarantor as currently in effect; (ix) certain resolutions adopted by the Board
of Managers of the Delaware Guarantor relating to the Exchange Offer, the
issuance of the Guarantee, the Indenture and related matters; (x) the Form T-1
of the Trustee filed as an exhibit to the Registration Statement; (xi) the form
of the Exchange Notes and (xii) an executed copy of the Guarantee. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and the Guarantors and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and the Guarantors and others, and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of executed docu-
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ments or documents to be executed, we have assumed that the parties thereto,
other than the Company and the Delaware Guarantor, had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect on such parties. We have also assumed that the U.K.
Guarantor has been duly organized and is validly existing under the laws of its
jurisdiction of organization and that it has complied with all aspects of such
laws in connection with its execution of and performance under the Guarantee and
the Indenture. As to any facts material to the opinions expressed herein which
we have not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Company, the Guarantors and others.
Our opinions set forth herein are limited to the Limited Liability Company
Act of the State of Delaware and the laws of the State of New York which are
normally applicable to transactions of the type contemplated by the Exchange
Offer, and to the extent that judicial or regulatory orders or decrees or
consents, approvals, licenses, authorizations, validations, filings, recordings
or registrations with governmental authorities are relevant, to those required
under such laws (all of the foregoing being referred to as "Opined on Law"). We
do not express any opinion with respect to the law of any jurisdiction other
than Opined on Law or as to the effect of any such non-opined law on the
opinions herein stated.
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:
1. When (i) the Registration Statement becomes effective under the Act and
the Indenture has been qualified under the Trust Indenture Act of 1939, as
amended, and (ii) the Exchange Notes (in the form examined by us) have been duly
executed and authenticated in accordance with the terms of the Indenture and
have been issued and delivered upon consummation of the Exchange Offer against
receipt of Original Notes surrendered in exchange therefor in accordance with
the terms of the Exchange Offer, the Exchange Notes will constitute valid and
binding obligations of the Company, entitled to the benefits of the Indenture,
and enforceable against the Company in accordance with their terms, except that
(A) the enforcement thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws nor or
hereafter in effect relating to creditors' rights generally and (2) general
principles of equity (regardless of whether
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enforceability is considered in a proceeding at law or in equity) and (B) the
waiver included in Section 4.06 of the Indenture may be unenforceable.
2. The Guarantee has been duly and validly authorized by the Delaware
Guarantor and when (i) the Registration Statement becomes effective under the
Act and the Indenture has been qualified under the Trust Indenture Act of 1939,
as amended; and (ii) the Exchange Notes have been duly executed and
authenticated in accordance with the Indenture and have been issued and
delivered upon consummation of the Exchange Offer, and the Guarantee that has
been executed by the Delaware Guarantor and the U.K. Guarantor has been attached
thereto in accordance with the terms of the Indenture and delivered in
accordance with the Exchange Offer, the Guarantee will constitute the valid and
binding obligations of each of the Delaware Guarantor and the U.K. Guarantor,
enforceable against each of the Delaware Guarantor and the U.K. Guarantor in
accordance with its terms and entitled to the benefits of the Indenture, except
that (A) the enforcement thereof may be limited by (1) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws nor or
hereafter in effect relating to creditors' rights generally and (2) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity) and (B) the waiver included in Section 4.06 of
the Indenture may be unenforceable.
In rendering the opinions set forth above, we have assumed that the
execution and delivery by the Company, the Delaware Guarantor and the U.K.
Guarantor of the Indenture, the Exchange Notes and the Guarantee, as applicable,
and the performance by the Company, the Delaware Guarantor and the U.K.
Guarantor of their respective obligations thereunder do not and will not
violate, conflict with or constitute a default under any agreement or instrument
to which the Company, the Delaware Guarantor or the U.K. Guarantor, or any of
their respective properties is subject, except for those agreements and
instruments governed by the laws of the United States or any state thereof that
have been identified to us by the Company as being material to it and that have
been filed as exhibits to the Registration Statement.
In rendering our opinion 2 set forth above with respect to the
enforceablility of the Guarantee against the U.K Guarantor, (1) we have assumed
that the execution and delivery by the U.K. Guarantor of the Indenture and the
Guarantee and the performance by the U.K. Guarantor of its obligations
thereunder do not and will not (i) violate the laws of the United Kingdom or
(ii) violate, conflict with or constitute a breach or default under the
memorandum of association or articles of association of the U.K. Guarantor and
(2) our opinion with respect to the enforceability of the
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choice of New York law and choice of New York forum provisions of the Indenture
and Guarantee is rendered in reliance upon the Act of July 19, 1984, ch. 421,
1984 McKinney's Sess. Laws of N.Y. 1406 (codified at N.Y. Gen. Oblig. Law (S)(S)
5-1401, 5-1402 (McKinney Supp. 1986) and N.Y. CPLR 327(b) (McKinney Supp. 1986))
(the "1984 Act") and is subject to the qualifications that such enforceability
(i) may be limited by public policy considerations of any jurisdiction, other
than the courts of the State of New York, in which enforcement of such
provisions, or of a judgment upon an agreement containing such provisions, is
sought and (ii) as specified in the 1984 Act, does not apply to the extent
provided to the contrary in subsection two of Section 1-105 of the New York
Uniform Commercial Code.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP
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