EXHIBIT 5.1
September 23, 2002
Kronos International, Inc.
16825 Northchase Drive
Suite 1200
Houston, Texas 77060
Re: Kronos International, Inc. Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Kronos International, Inc., a
Delaware corporation (the "Company"), in connection with the public offering of
Euro285,000,000 aggregate principal amount of the Company's 8 7/8% Senior
Secured Notes due 2009 (the "Exchange Notes"). The Exchange Notes are to be
issued pursuant to an exchange offer (the "Exchange Offer") in exchange for like
principal amounts of the issued and outstanding 8 7/8% Senior Secured Notes due
2009 of the Company (the "Original Notes") under an Indenture, dated as of June
28, 2002 (the "Indenture"), by and among the Company and The Bank of New York,
as Trustee (the "Trustee"), as contemplated by the Registration Rights
Agreement, dated as of June 28, 2002 (the "Registration Rights Agreement"), by
and among the Company, Deutsche Bank AG London, Dresdner Bank AG London and
Commerzbank Aktiengesellschaft, London Branch.
This opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 as filed with the Securities and Exchange Commission (the
"Commission") under the Act on the date hereof (the "Registration Statement");
(ii) an executed copy of the Registration Rights Agreement; (iii) an executed
copy of the Indenture; (iv) the Certificate of Incorporation of the Company; (v)
the Bylaws, as amended, of the Company, as currently in effect; (vi) certain
resolutions of the Board of Directors of the Company relating to the
Registration Rights Agreement, the Exchange Offer, the issuance of the Original
Notes and the Exchange Notes, the Indenture and related matters; (vii) the Form
T-1 of the Trustee filed as an exhibit to the Registration Statement; (viii) the
form of the Exchange Notes and (ix) such other documents as we have deemed
necessary or appropriate as a basis for the opinions set forth herein. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and such other statements, documents,
Kronos International, Inc.
September 23, 2002
Page 2
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of executed documents, we have assumed that the parties thereto,
other than the Company, had or will have the power, corporate or other, to enter
into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
on such parties. As to any facts material to the opinions expressed herein which
were not independently established or verified, we have relied upon oral or
written statements and representations of the Company and others.
The opinions set forth herein are subject to the qualification that we
are admitted to practice law in the State of Texas and we express no opinion as
to laws other than the law of the State of Texas and the federal law of the
United States of America.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:
When (i) the Registration Statement, including any amendments thereto,
becomes effective under the Act and the Indenture has been qualified under the
Trust Indenture Act of 1939, as amended, and (ii) the Exchange Notes (in the
form examined by us) have been duly executed and authenticated in accordance
with the terms of the Indenture and have been issued and delivered upon
consummation of the Exchange Offer against receipt of Original Notes surrendered
in exchange therefor in accordance with the terms of the Exchange Offer, the
Exchange Notes will constitute valid and binding obligations of the Company,
entitled to the benefits of the Indenture, and enforceable against the Company
in accordance with their terms, except that (A) the enforcement thereof may be
subject to or limited by (1) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or other similar laws now or hereafter in effect relating
to creditors' rights generally and (2) general principles of equity (regardless
of whether such enforceability is considered in a proceeding at law or in
equity) and (B) the waiver included in Section 4.6 of the Indenture may be
unenforceable.
In rendering the opinions set forth above, we have assumed that the
execution and delivery by the Company of the Indenture and the Exchange Notes
and the performance by the Company of its obligations thereunder do not and will
not violate, conflict with or constitute a default under any agreement or
instrument to which the Company or any of its properties is subject, except for
those agreements and instruments governed by the laws of the United States or
any state thereof that have been identified to us by the Company as being
material to it and that have been filed as exhibits to the Registration
Statement.
Kronos International, Inc.
September 23, 2002
Page 3
We have also assumed that the choice of New York law to govern the
Indenture is a valid and effective provision under the laws of other applicable
jurisdictions.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. We also consent to the reference to
our firm under the caption "Legal Matters" in the prospectus that is filed as
part of the Registration Statement. In giving this consent, we do not thereby
admit that we are "experts" within the meaning of Section 11 of the Act or
included in the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission.
Very truly yours,
LOCKE LIDDELL & SAPP LLP
By: /s/ Don M. Glendenning
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Don M. Glendenning