Exhibit 5.5
[LOGO of DAVIS GRAHAM & STUBBS LLP]
DAVIS GRAHAM & STUBBS LLP
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September 10, 2001
Airgas, Inc.
259 North Radnor-Chester Road
Suite 100
Radnor, PA 19087-5283
RE: Airgas, Inc. $225,000,000 Principal Amount of 9.125% Senior
Subordinated Notes Due 2011
Ladies and Gentlemen:
Solely for the purpose of rendering this opinion, we have acted as special
Colorado counsel to Airgas-Intermountain, Inc., a Colorado corporation (the
"Colorado Guarantor") and subsidiary of Airgas, Inc., a Delaware corporation
(the "Company"), in connection with the proposed issuance and exchange (the
"Exchange Offer") of up to $225,000,000 aggregate principal amount of the
Company's outstanding 9.125% Senior Subordinated Notes due 2011 (the "Old
Notes") for a like principal amount of the Company's 9.125% Senior Subordinated
Notes due 2011 (the "New Notes") to be registered under the Securities Act of
1933 (the "Act"). The New Notes are to be issued pursuant to the Indenture,
dated as of July 30, 2001 (the "Indenture"), among the Company, the Company's
subsidiaries listed on Schedule I thereto (the "Guarantors") and The Bank of New
York, as trustee (the "Trustee").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including (a) a copy of the Articles of Incorporation of the
Colorado Guarantor bearing the certification of the Colorado Secretary of State
under date of May 15, 1998, and a copy of the Bylaws and Unanimous Written
Consent of the Board of Directors of the Colorado Guarantor (the "Consent") in
the form submitted to us on behalf of the Colorado Guarantor by letter dated
August 30, 2001 (collectively, the "Colorado Corporate Records") and (b) the
Indenture.
In rendering this opinion we have assumed the legal mental capacity of all
individuals executing the Indenture, the Guarantee, the Old Notes and the New
Notes, that each individual that executed and delivered the Indenture and the
Guarantee was at the time of such execution and delivery an "officer of the
Corporation," as that term is defined in the Consent, that the Colorado
Corporate Records are complete and correct, remain in full force and effect and
have not been amended, terminated or rescinded and that the Consent was executed
and delivered by all of the directors of the Colorado Guarantor. We have
further assumed that the Indenture and the Guarantee (as defined below) were
issued for adequate consideration.
Based upon the foregoing, and subject to the comments that follow we are of
the opinion that:
The Colorado Guarantor has duly authorized, executed and delivered the
Indenture.
The Colorado Guarantor has duly authorized the execution and delivery of
the guarantee (the "Guarantee") to be endorsed on the New Notes.
This opinion is limited in all respects to the laws of the State of
Colorado. We are not, and have not acted as, primary counsel to the Colorado
Guarantor in connection with the transactions or documents referred to herein.
Our participation has been limited to reviewing matters of Colorado law in
connection with the opinion expressed herein. This opinion is as of the date
hereof and we do not undertake to advise you of changes herein which may
hereafter be brought to our attention. This opinion is rendered solely to you
and for your benefit in connection with the above-described transactions.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission (the "Commission") as an exhibit to the Registration
Statement on Form S-4 under the Securities Act of 1933, as amended (the "Act")
relating to the Exchange Offer. In giving this consent, we do not hereby 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/ Davis Graham & Stubbs LLP
DAVIS GRAHAM & STUBBS LLP