[LETTERHEAD OF WEIL, GOTSHAL & MANGES LLP]
NOVEMBER 21, 1996
MILLENNIUM AMERICA INC.
MILLENNIUM CHEMICALS INC.
99 WOOD AVENUE SOUTH
ISELIN, NEW JERSEY 08830
RE: MILLENNIUM AMERICA INC. AND MILLENNIUM
CHEMICALS INC. REGISTRATION STATEMENT ON
FORM S-1 (REGISTRATION NOS. 333-15975 AND 333-15975-01)
Ladies and Gentlemen:
We have acted as counsel to Millennium America Inc., a Delaware corporation
('Millennium America'), and Millennium Chemicals Inc., a Delaware corporation
('Millennium'), in connection with the preparation and filing with the
Securities and Exchange Commission (the 'Commission') of a Registration
Statement on Form S-1 (Registration Nos. 333-15975 and 333-15975-01) (as
amended, the 'Registration Statement') under the Securities Act of 1933, as
amended (the 'Securities Act'), and will act as counsel to Millennium America
and Millennium in connection with any future Registration Statement on Form S-1
which may be filed with the Commission pursuant to Rule 462(b) under the
Securities Act (a '462(b) Registration Statement'), with respect to (i) debt
securities to be issued by Millennium America in an aggregate principal amount
of $750,000,000 or such other amount as may be set forth in a pre-effective
amendment to the Registration Statement and any additional securities which may
be registered pursuant to Rule 462(b) under the Securities Act (the
'Securities') and (ii) guarantees to be endorsed on the Securities by Millennium
(the 'Guarantees'). The Securities will be issued, and the Guarantees will be
endorsed on the Securities, pursuant to the terms of an Indenture (the
'Indenture'), to be entered into among Millennium America, Millennium and The
Bank of New York, as trustee (the 'Trustee'), filed as Exhibit 4.1 to the
Registration Statement.
MILLENNIUM AMERICA INC.
MILLENNIUM CHEMICALS INC.
NOVEMBER 21, 1996
PAGE ?
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Registration Statement, the Indenture,
the forms of Note and Debenture included in the Indenture, and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
Millennium America and Millennium, and have made such inquiries of such officers
and representatives, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to all
questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of Millennium America and Millennium.
Based on the foregoing, and subject to the qualifications stated herein, we
are of the opinion that:
1. The Securities are duly authorized and, when duly executed and
delivered by Millennium America, authenticated by the Trustee in accordance
with the terms of the Indenture, and sold and delivered by Millennium
America as contemplated by the Registration Statement and any 462(b)
Registration Statement, and paid for by the purchasers thereof, will
constitute the legal, valid and binding obligations of Millennium America,
enforceable against it in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies
generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and
fair dealing (regardless of whether enforcement is sought in a proceeding
at law or in equity).
2. The Guarantees are duly authorized and, when endorsed on the
Securities by Millennium and sold and delivered by Millennium as
contemplated by the Registration Statement and any 462(b) Registration
Statement, will constitute the legal, valid and binding obligations of
Millennium, enforceable against it in
MILLENNIUM AMERICA INC.
MILLENNIUM CHEMICALS INC.
NOVEMBER 21, 1996
PAGE ?
accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to enforceability, to
general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).
The opinions expressed herein are limited to the laws of the State of New
York, the corporate laws of the State of Delaware and the federal laws of the
United States, and we express no opinion as to the effect on the matters covered
by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your benefit in
connection wit the transactions described herein. Those opinions may not be used
or relied upon by any other person, nor may this letter or any copies thereof be
furnished to a third party, quoted, cited or otherwise referred to without our
prior written consent, except that we hereby consent to the use of this opinion
as an exhibit to (i) the Registration Statement, (ii) any 462(b) Registration
Statement which may be filed by Millennium America and Millennium, and (iii)
applications to the securities commissioners of various states of the United
States for registration or qualification of the Securities and the Guarantees
under the securities laws of such states. We further consent to the reference to
our firm under the caption 'Legal Matters' in the Prospectus which is a part of
the Registration Statement or any 462(b) Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP