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EXHIBIT 5.1
CURTIS, MALLET-PREVOST, COLT & MOSLE
November 6, 1996
Century Aluminum Company
1200 Piedmont Avenue
P.O. Box 51130
Pacific Grove, California 93950
Gentlemen:
We have acted as special counsel for Century Aluminum Company,
a Delaware corporation (the "Company"), with respect to the proposed
registration and sale by the Company of up to 200,000 shares of Common Stock
issuable upon the exercise of options granted or to be granted under the
Company's Non-Employee Directors Stock Option Plan (the "Plan") and covered by a
Registration Statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
In connection herewith, we have examined the Restated
Certificate of Incorporation, the Amended and Restated By-laws and minute books
of the Company, the Registration Statement and all exhibits thereto, and such
other documents as we have considered necessary.
Based upon such examination, it is our opinion that the shares
of Common Stock proposed to be sold by the Company, when sold pursuant to the
Plan and the resolutions of the Board of Directors of the Company authorizing
the same, will be legally issued, fully paid and non-assessable. In rendering
this opinion, we have assumed that the exercise price of the options will be not
less than the par value of the shares subject thereto.
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We hereby consent to the use of this opinion as an exhibit to
the Registration Statement.
We are giving this opinion to the Company, and no person other
than the Company may rely upon it.
Very truly yours,
/s/ Curtis, Mallet-Prevost, Colt & Mosle
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Curtis, Mallet-Prevost, Colt & Mosle