Terra Industries Inc. Mark A. Kalafut
600 Fourth Street Vice President, General Counsel
P.O. Box 6000 and Corporate Secretary
Sioux City, Iowa 51102, 6000
Phone: (712) 277-7211
FAX: (712) 233-5586
Exhibit 5.i(c)
February 1, 2002
Terra Capital, Inc.
and each of the Guarantors
of the Exchange Notes
Terra Centre
600 Fourth Street, P.O. Box 6000
Sioux City, Iowa 51102
Ladies and Gentlemen:
I am issuing this letter in my capacity as general counsel for Terra
Capital, Inc., a Delaware corporation (the "Issuer"), Terra Real Estate Corp.,
an Iowa corporation (the "Company"), and each of the other guarantors listed on
Schedule A hereto (the Company and such other guarantors are hereinafter
referred to as the "Guarantors"), in connection with the proposed registration
by the Issuer of $200,000,000 in aggregate principal amount of the Issuer's 12
7/8% Senior Secured Notes due 2008, Series B (the "Exchange Notes"), pursuant to
a Registration Statement on Form S-4 (Registration No. 333-73198) originally
filed with the Securities and Exchange Commission (the "Commission") on November
13, 2001, under the Securities Act of 1933 as amended (the "Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"). The obligations of the Issuer under the
Exchange Notes will be guaranteed by the Guarantors (the "Guarantees"). The
Exchange Notes and the Guarantees are to be issued pursuant to the Indenture (as
amended and supplemented from time to time, the "Indenture"), dated as of
October 10, 2001, between the Issuer, the Guarantors and US Bank Trust National
Association, as trustee. The Exchange Notes and the Guarantees are to be issued
in exchange for and in replacement of the Issuer's outstanding 12 7/8% Senior
Secured Notes due 2008 (the "Old Notes"), of which $200,000,000 in aggregate
principal amount is outstanding.
In this connection, I have examined originals, or copies certified or
otherwise identified to my satisfaction of such documents, corporate and other
records, certificates and other papers as I have deemed it necessary to examine
for the purpose of this opinion.
Subject to the assumptions, qualifications, exclusions and other
limitations which are identified in this letter, I am of the opinion and advise
you that the Company has duly authorized, executed and delivered the Indenture,
and that the Company has duly authorized the Exchange Notes and the Guarantees.
I am a member of the Bar of the State of Iowa and express no opinion as to
the laws of any jurisdiction other than the State of Iowa.
February 1, 2002
Page 2
This letter speaks as of the time of its delivery on the date it bears. I
do not assume any obligation to provide you with any subsequent opinion or
advice by reason of any fact about which I did not have actual knowledge at that
time, by reason of any change subsequent to that time in any law covered by any
of my opinions, or for any other reason.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Validity of
the New Securities" in the Prospectus included in the Registration Statement. In
giving this consent, I do not admit that I am within the category of persons
whose consent is required by Section 7 of the Act or the rules and regulations
of the Commission thereunder.
Sincerely,
/s/ Mark A. Kalafut
SCHEDULE A
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Beaumont Ammonia Inc.
Beaumont Holdings Corporation
BMC Holdings Inc.
Port Neal Corporation
Terra (UK) Holdings Inc.
Terra Capital Holdings, Inc.
Terra Industries Inc.
Terra International (Oklahoma) Inc.
Terra International Inc.
Terra Methanol Corporation
Terra Nitrogen Corporation
3