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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 1,200,000 shares of Common Stock
issuable upon the exercise of options and the vesting of performance share units
granted or to be granted under the Company's 1996 Stock Incentive 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 or issued by the Company, when sold or
issued pursuant to the Plan and the resolutions of the Board of Directors of the
Company (and the Compensation Committee thereof) authorizing the same, will be
legally issued, fully paid and non-assessable. The opinion expressed herein is
subject to the Board of Directors of the Company making a determination
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pursuant to Section 153 of the Delaware General Corporation Law that the value
received by the Company is not less than the par value of the shares to be
issued in the case of shares to be issued upon the vesting of performance share
units.
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