Exhibit 5.1
AKIN, GUMP, STRAUSS,
HAUER & FELD, L.L.P.
ATTORNEYS AT LAW
A REGISTERED LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
AUSTIN
BRUSSELS 590 MADISON AVENUE
DALLAS 20TH FLOOR
HOUSTON NEW YORK, NY 10022
LONDON (212) 872-1000
LOS ANGELES FAX (212) 872-1002
MOSCOW
NEW YORK Stephen E. Older
PHILADELPHIA solder@akingump.com
SAN ANTONIO Direct Dial (212) 872-1068
WASHINGTON, D.C.
April 25, 2002
RBX Corporation
5221 ValleyPark Drive
Roanoke, Virginia 24019
Re: RBX Corporation, Registration Statement Form S-1
(Registration No. 333-82630)
Ladies and Gentlemen:
We have acted as special counsel to RBX Corporation, a Delaware
corporation (the "Company") and RBX Industries, Inc., a Delaware corporation
(the "Guarantor" and together with the Company, the "Registrants"), in
connection with the registration, pursuant to a registration statement on Form
S-1, as amended (the "Registration Statement"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"), of
the offering and sale by the selling holders listed in the Registration
Statement of up to 635,576 shares (the "Shares") of the Company's common stock,
par value $0.001 per share ("Common Stock"), warrants to purchase up to 11,563
shares of Common Stock (the "Warrants") issued pursuant to a Warrant Agreement,
dated August 27, 2001 (the "Warrant Agreement"), entered into by the Company and
The Bank of New York, as Warrant Agent, 11,563 shares of Common Stock underlying
the Warrants (the "Warrant Shares") and up to $16,500,000 aggregate principal
amount of the Company's 12% Senior Secured Notes due 2006 (the "Notes")
guaranteed by the Guarantor (the "Guarantee") and issued under an Indenture,
dated as of August 27, 2001 (the "Indenture"), entered into by the Company and
State Street Bank and Trust Company, as Trustee. The Shares, the Warrants, the
Warrant Shares and the Notes are collectively referred to as the "Securities".
We have examined originals or certified copies of such corporate
records of the Registrants and other certificates and documents of officials of
the Registrants, public officials and others as we have deemed appropriate for
purposes of this letter. We have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
authentic original documents of all copies submitted to us as conformed and
certified or reproduced copies.
RBX Corporation
April 25, 2002
Page 2
Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that:
1. The Shares have been duly authorized and validly issued and are fully
paid and nonassessable.
2. The Warrants have been duly authorized and validly issued and are
fully paid and nonassessable and the valid and binding obligations of
the Company, enforceable against it in accordance with their terms.
3. The Warrant Shares have been duly authorized and, when issued,
delivered and paid for in accordance with the Warrant Agreement, the
Warrant Shares will be validly issued, fully paid and nonassessable.
4. The Notes have been duly authorized and are valid and binding
obligations of the Company, enforceable against it in accordance with
their terms and are entitled to the benefits of the Indenture.
5. The Guarantee has been duly authorized by the Guarantor and is the
valid and binding obligations of the Guarantor, enforceable against it
in accordance with its terms.
The opinions and other matters in this letter are qualified in their
entirety and subject to the following:
A. We express no opinion as to the laws of any jurisdiction other than any
published constitutions, treaties, laws, rules or regulations or judicial
or administrative decisions ("Laws") of New York, the General Corporation
Law of the State of Delaware and the federal laws of the United States of
America.
B. This law firm is a registered limited liability partnership organized under
the laws of the State of Texas.
C. This opinion is limited to the matters stated herein, and no opinion is
implied or may be inferred beyond the matters expressly stated. We assume
herein no obligation, and hereby disclaim any obligation, to make any
inquiry after the date hereof or to advise you or any future changes in the
foregoing or of any fact or circumstances that may hereafter come to our
attention.
D. The matters expressed in this letter are subject to and qualified and
limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and
conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally; and (ii) 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); (iii) commercial reasonableness and unconscionability
and an implied covenant of good faith and fair dealing; (iv) the power of
the courts to award damages in lieu of equitable remedies; and (v)
securities Laws and public policy underlying such Laws with respect to
rights to indemnification and contribution .
RBX Corporation
April 25, 2002
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters". In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder. We also consent to your filing copies of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.