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EXHIBIT 5.1
January 18, 1999
TransAmerican Refining Corporation
1300 North Sam Houston Parkway East
Suite 320
Houston, Texas 77032-2949
Gentlemen:
We have served as counsel for TransAmerican Refining Corporation, a
Texas corporation (the "COMPANY"), in connection with the Registration
Statement on Form S-4 (the "REGISTRATION STATEMENT") filed with the
Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended (the "1933 ACT"), of
$200,000,000 principal amount of the Company's 16% Series B Senior
Subordinated Notes due 2003 (the "NOTES") to be offered in exchange for the
Company's outstanding $175,000,000 principal amount 16% Series A Senior
Subordinated Notes due 2003 and $25,000,000 principal amount 16% Series C
Senior Subordinated Notes due 2003.
We have examined the Registration Statement, the Indenture between
the Company and First Union National Bank, as Trustee, pursuant to which
the Notes are to be issued (the "INDENTURE"), the form of the Notes to be
issued and such other documents and such questions of law as we have deemed
necessary to render the opinion expressed below.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies, and the authenticity
of the originals of such copied documents. We have also assumed, with
respect to all persons and entities other than the Company, the power
(corporate or otherwise) of such persons or entities to enter into and
perform all of their obligations under the Indenture, the due authorization
by all requisite action (corporate or otherwise) on the part of such
persons or entities, the due execution and delivery by such persons or
entities of such document, and the validity and binding effect thereof. As
to any facts material to the opinion expressed herein that we did not
independently establish or verify, we have relied upon oral or written
statements, certificates and representations of officers and other
representatives of the Company and others.
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January 18, 1999
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Based upon the foregoing, and subject to the qualifications set
forth below, we are of the opinion that when the Notes are executed and
authenticated in accordance with the terms of the Indenture and delivered
in the manner and for the consideration described in the Registration
Statement, the Notes will be binding and enforceable obligations of the
Company.
The opinion expressed above is subject to the following
qualifications:
A. The binding nature and enforceability of the Notes may be
limited by (i) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or transfer, and other similar laws affecting the
enforcement of creditors' rights generally and (ii) equitable principles of
general application and judicial discretion that may limit or affect the
availability or grant of certain equitable remedies in certain instances.
In addition, the binding nature and enforceability of certain of the
remedial, waiver and other provisions of the Notes, or of the Indenture for
the Notes, may be restricted by applicable state law, but such restrictions
will not, in our opinion, render the Notes invalid as a whole or
substantially interfere with the realization of the principal legal
benefits purported to be provided by the Notes or by the Indenture for the
Notes (except to the extent of any procedural delay which may result
therefrom). Further, the binding nature and enforceability of the
indemnification provisions of the Indenture may be limited by public
policies embodied in or reflected by various state and federal securities
laws.
B. The opinion expressed herein is limited to the laws of the
United States of America and the laws of the State of Texas, and we assume
no responsibility as to the applicability or the effect of any other laws.
We have assumed that the laws of the State of New York, which purport to
govern the Notes and the Indenture, are the same as the laws of the State
of Texas with respect to the binding nature and enforceability of the
Notes.
We consent to the use of this opinion letter as an exhibit to the
Registration Statement and to the use of our name in the Registration
Statement under the heading "Legal Matters." Our consent, however, is not
an admission that we come within the category of persons whose consent is
required under Section 7 of the 1933 Act or the rules and regulations of
the Securities and Exchange Commission.
Very truly yours,
GARDERE & WYNNE, L.L.P.
By: /s/ C. ROBERT BUTTERFIELD
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C. Robert Butterfield, Partner