EXHIBIT 5.1
[Letterhead of Dewey Ballantine LLP]
December 16, 1998
MTL Inc.
3108 Central Drive
Plant City, Florida 33567
Re: 10% Series B Senior Subordinated Notes due 2006 and Series B
Floating Interest Rate Subordinated Term Securities due 2006,
(together, the "Exchange Notes")
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Ladies and Gentlemen:
We have acted as counsel for MTL Inc., a Florida corporation (the
"Company"), in connection with the Company's offer to exchange (the "Exchange
Offer") up to $140,000,000 aggregate principal amount of Exchange Notes which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act") for its existing 10% Senior Subordinated Notes due 2006 and
Floating Interest Rate Subordinated Term Securities due 2006 (together, the
"Old Notes"), as described in the Prospectus (the "Prospectus") contained in
the Registration Statement on Form S-4 (the "Registration Statement"), to be
filed with the Securities and Exchange Commission. The Old Notes were issued,
and the Exchange Notes are proposed to be issued, under an indenture dated as
of June 9, 1998 (the "Indenture"), between the Company and United States Trust
Company of New York, as Trustee. Capitalized terms not otherwise defined
herein shall have the meanings ascribed to them in the Registration Statement.
In arriving at the opinion expressed below, we have examined the
Registration Statement, the Prospectus contained therein, the Indenture and
Exchange Notes, which are filed as exhibits to the Registration Statement, and
originals or copies, certified or otherwise identified to our satisfaction, of
such other documents, records, certificates, agreements and other matters as
we have deemed necessary for the purposes of this opinion.
In such examination, we have assumed, without independent investigation, (i)
the genuineness of all signatures; (ii) the legal capacity of all individuals
who have executed any of the documents reviewed by us; (iii) the authenticity
of all documents submitted to us as originals; (iv) the conformity to executed
documents of all unexecuted copies submitted to us; and (v) the authenticity
of, and the conformity to, original documents of all documents submitted to us
as certified or photocopied copies. As to certain factual matters material to
our opinion, we have relied upon oral statements, written information and
certificates of officials and representatives of the Company and others, and
we have not independently verified the accuracy of the statements contained
therein.
Based on the foregoing, and subject to the assumptions, exceptions and
qualifications set forth herein, we are of the opinion that the Exchange Notes
to be offered and issued by the Company have been duly authorized and, when
executed and authenticated in accordance with the terms of the Indenture
pursuant to which they will be issued and delivered in exchange for the
applicable Old Notes in accordance with the Exchange Offer, will be validly
issued and constitute binding obligations of the Company, except as the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally or by
general equitable principles.
In rendering the foregoing opinion, our examination of matters of law has
been limited to the laws of the State of New York and the federal laws of the
United States of America, as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference made to this firm under the
caption "Legal Matters" in the Prospectus. In giving this consent, we do
not thereby admit that we are included within the category of persons whose
consent is required under Section 7 of the Securities Act, or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP
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DEWEY BALLANTINE LLP