BOSTON Latham & Watkins NEW YORK
CHICAGO ATTORNEYS AT LAW NORTHERN VIRGINIA
FRANKFURT www.lw.com ORANGE COUNTY
HAMBURG PARIS
HONG KONG ____________________ SAN DIEGO
LONDON SAN FRANCISCO
LOS ANGELES SILICON VALLEY
MOSCOW SINGAPORE
NEW JERSEY TOKYO
WASHINGTON, D.C.
Exhibit 5.1
April 23, 2002
File No. 033446-0001
Compass Minerals Group, Inc.
8300 College Boulevard
Overland Park, Kansas 66210
Re: Registration Statement No. 333-82700; $325,000,000
Principal Amount of 10% Senior Subordinated Notes due 2011
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Ladies and Gentlemen:
In connection with the registration of $325,000,000 aggregate principal
amount of 10% Senior Subordinated Notes due August 15, 2011 (the "Exchange
Notes") by Compass Minerals Group, Inc., a Delaware corporation (the "Company'),
and the guarantees of the Exchange Notes (the "Guarantees") by Carey Salt
Company, a Delaware corporation, Great Salt Lake Minerals Corporation, a
Delaware corporation, North American Salt Company, a Delaware corporation,
NAMSCO Inc., a Delaware corporation, and GSL Corporation, a Delaware corporation
(the "Guarantors"), under the Securities Act of 1933, as amended (the "Act"), on
Form S-4 filed with the Securities and Exchange Commission (the "Commission") on
February 13, 2002 (File No. 333-82700), as amended by Amendment No. 1 filed with
the Commission on April 23, 2002 (collectively, the "Registration Statement"),
you have requested our opinion with respect to the matters set forth below.
In our capacity as your counsel in connection with such registration, we
are familiar with the proceedings taken by the Company and the Guarantors in
connection with the authorization and issuance of the Exchange Notes and the
Guarantees, respectively. In addition, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only of
the federal laws of the United States, the internal laws of the State of New
York and the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or, in the case of Delaware any other laws, or as
to any matters of municipal law or the laws of any local agencies within any
state.
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53rd at Third o 885 Third Avenue o New York, New York 10022-4802
TELEPHONE: (2I2) 906-1200 o FAX: (2I2) 751-4864
LATHAM & WATKINS
Compass Minerals Group, Inc.
April 23, 2002
Page 2
Capitalized terms used herein without definition have the meanings ascribed
to them in the Registration Statement.
Subject to the foregoing and the other matters set forth herein, it is our
opinion that as of the date hereof:
(1) The Exchange Notes have been duly authorized by all necessary corporate
action of the Company, and when executed, authenticated and delivered by or on
behalf of the Company against the due tender and delivery to the Trustee of the
Old Notes in an aggregate principal amount equal to the aggregate principal
amount of the Exchange Notes, will constitute legally valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
(2) Each of the Guarantees has been duly authorized by all necessary
corporate action of the respective Guarantor, and when executed in accordance
with the terms of the Indenture and upon due execution, authentication and
delivery of the Exchange Notes against the due tender and delivery to the
Trustee of the Old Notes in an aggregate principal amount equal to the aggregate
principal amount of the Exchange Notes, will be the legally valid and binding
obligation of the respective Guarantor, enforceable against such Guarantor in
accordance with its terms.
The opinions rendered in paragraphs 1 and 2 relating to the enforceability
of the Exchange Notes and the Guarantees are subject to the following
exceptions, limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors and (ii)
the effect of general principles of equity, whether enforcement is considered in
a proceeding in equity or law, and the discretion of the court before which any
proceeding therefor may be brought.
We have not been requested to express, and with your knowledge and consent,
do not render any opinion as to the applicability to the obligations of the
Company under the Indenture and the Exchange Notes or the Guarantors under the
Indenture or the Guarantees of Section 548 of the United States Bankruptcy Code
or applicable state law (including, without limitation, Article 10 of the New
York Debtor and Creditor Law) relating to fraudulent transfers and obligations.
To the extent that the obligations of the Company and the Guarantors under
the Indenture may be dependent upon such matters, we assume for purposes of this
opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by the Indenture; that
the Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the legally valid, binding and enforceable obligation of the
Trustee enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and
LATHAM & WATKINS
Compass Minerals Group, Inc.
April 23, 2002
Page 3
with respect to acting as a trustee under the Indenture, with all applicable
laws and regulations; and that the Trustee has the requisite organizational and
legal power and authority to perform its obligations under the Indenture.
We consent to your filing this opinion as an exhibit to the Registration
Statement and to the reference to our firm contained under the heading "Legal
Matters."
Truly yours,
/s/ Latham & Watkins