Exhibit 5.2
[TEXAS INDUSTRIES, INC. LETTERHEAD]
June 26, 2003
Texas Industries, Inc.
1341 West Mockingbird Lane, Suite 700W
Dallas, Texas 75247
Ladies and Gentlemen:
I am the General Counsel of Texas Industries, Inc., a Delaware
corporation (the "COMPANY"). This letter is prepared in connection with the
registration, pursuant to a registration statement on Form S-4 (as may be
amended, the "REGISTRATION STATEMENT"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "ACT"), of (i) the
proposed offer by the Company to exchange (the "EXCHANGE OFFER") all outstanding
10 1/4% Senior Notes due 2011 ($600 million aggregate principal amount
outstanding) (the "OUTSTANDING NOTES") of the Company for new 10 1/4% Senior
Notes due 2011 ($600 million aggregate principal amount) (the "EXCHANGE NOTES")
of the Company and (ii) the guarantees of the Exchange Notes (the "SUBSIDIARY
GUARANTEES") by each of Athens Brick Company, Brookhollow Corporation, Chaparral
Steel Company, Chaparral Steel Holdings, Inc., Chaparral Steel Texas, Inc.,
Chaparral (Virginia) Inc., Creole Corporation, Riverside Cement Holdings
Company, Texas Industries Holdings, Inc., TXI California Inc., TXI Cement
Company, TXI Corp., and TXI Riverside Inc., each a Delaware corporation;
Chaparral Steel Trust, Texas Industries Trust, TXI Operating Trust, each a
Delaware statutory trust; TXI Operations, LP, TXI Star Recycling, LP and
Chaparral Steel Midlothian, LP, each a Delaware limited partnership; Pacific
Custom Materials, Inc. and Partin Limestone Products, Inc., each a California
corporation; Riverside Cement Company, a California general partnership; Brook
Hollow Properties, Inc., Southwestern Financial Corporation, TXI Aviation, Inc.,
TXI Power Company and TXI Transportation Company, each a Texas corporation,
Brookhollow of Alexandria, Inc., a Louisiana corporation and Brookhollow of
Virginia, Inc., a Virginia corporation (each, a "SUBSIDIARY GUARANTOR" and,
collectively, the "SUBSIDIARY GUARANTORS"). The Outstanding Notes have been, and
the Exchange Notes will be, issued pursuant to an Indenture (the "INDENTURE")
dated as of June 6, 2003 among the Company, Wells Fargo Bank, National
Association, as Trustee, and the Subsidiary Guarantors party thereto.
I have examined originals or certified copies of such corporate records
of the Company and the Subsidiary Guarantors and other certificates and
documents of officials of the Company, the Subsidiary Guarantors, public
officials and others as I have deemed appropriate for purposes of this letter. I
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to authentic original
documents of all copies submitted to me as conformed and certified or reproduced
copies.
Texas Industries, Inc.
June 26, 2003
Page 2
Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, I am of the opinion that:
1. The Company is a corporation, validly existing and in good standing
under the laws of the State of Delaware.
2. The Company has the power and authority to own its properties and
conduct its business as described in the Registration Statement.
3. The Company has all power and authority necessary to execute and
deliver the Indenture and the Exchange Notes and to perform its obligations
thereunder.
4. The Company has duly authorized, executed and delivered the
Indenture.
5. The Exchange Notes have been duly authorized by all necessary
corporate action on the part of the Company and, when executed by the Company,
properly authenticated and delivered by the Trustee pursuant to the Indenture,
and exchanged for Outstanding Notes in accordance with the Indenture and the
Exchange Offer, will be duly issued and delivered by the Company.
6. Each of Athens Brick Company, Brookhollow Corporation, Chaparral
Steel Company, Chaparral Steel Holdings, Inc., Chaparral Steel Texas, Inc.,
Chaparral (Virginia) Inc., Creole Corporation, Riverside Cement Holdings
Company, Texas Industries Holdings, Inc., TXI California Inc., TXI Cement
Company, TXI Corp., and TXI Riverside Inc. is a corporation, validly existing
and in good standing under the laws of Delaware.
7. Each of Chaparral Steel Trust, Texas Industries Trust and TXI
Operating Trust is a statutory trust, validly existing and in good standing
under the laws of Delaware.
8. Each of TXI Operations, LP, TXI Star Recycling, LP and Chaparral
Steel Midlothian, LP is a limited partnership, validly existing and in good
standing under the laws of Delaware.
9. Each of Pacific Custom Materials, Inc. and Partin Limestone
Products, Inc. is a corporation, validly existing and in good standing under the
laws of California.
10. Riverside Cement Company, is a general partnership, validly
existing and in good standing under the laws of California.
11. Each of Brook Hollow Properties, Inc., Southwestern Financial
Corporation, TXI Aviation, Inc., TXI Power Company and TXI Transportation
Company is a corporation, validly existing and in good standing under the laws
of Texas.
Texas Industries, Inc.
June 26, 2003
Page 3
12. Brookhollow of Alexandria, Inc. is a corporation, validly existing
and in good standing under the laws of Louisiana.
13. Brookhollow of Virginia, Inc., is a corporation, validly existing
and in good standing under the laws of Virginia.
14. The Subsidiary Guarantors have all power and authority necessary to
execute and deliver the Indenture and to perform their obligations thereunder.
15. The Subsidiary Guarantors have duly authorized, executed and
delivered the Indenture.
The opinion and other matters in this letter are qualified in their
entirety and subject to the following:
A. I am a member of the bar of the State of Texas and do not hold
myself out as being conversant with the laws of any jurisdiction other than
those of the State of Texas, the United States of America and, to the extent
relevant to the opinions expressed above, the applicable laws of the State of
Delaware, the State of California, the State of Texas, the State of Louisiana
and the State of Virginia, and I express no opinion herein with respect to the
law of any such other jurisdiction.
B. With respect to the opinion in paragraphs 6 through 13 that the
Subsidiary Guarantors validly exist and are in good standing under the laws of
the states of the jurisdiction of their incorporation or organization, I have
given such opinion based solely on certificates to that effect issued by the
Secretary of State of the states set forth on Exhibit A.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, I do not thereby admit that I am within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder. I also consent to your filing copies of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
TEXAS INDUSTRIES, INC.
By: /s/ Robert C. Moore
---------------------------------------
Robert C. Moore
Vice President - General Counsel
EXHIBIT A
<Table>
<Caption>
INCORPORATED OR ORGANIZED IN:
-----------------------------
TEXAS INDUSTRIES, INC. Delaware
Athens Brick Company Delaware
Brookhollow Corporation Delaware
Brook Hollow Properties, Inc. Texas
Brookhollow of Alexandria, Inc. Louisiana
Brookhollow of Virginia, Inc. Virginia
Southwestern Financial Corporation Texas
Chaparral Steel Company Delaware
Chaparral Steel Holdings, Inc. Delaware
Chaparral Steel Trust Delaware
Chaparral Steel Texas, Inc. Delaware
Chaparral Steel Midlothian, LP Delaware
Chaparral (Virginia) Inc. Delaware
Creole Corporation Delaware
Pacific Custom Materials, Inc. California
Riverside Cement Company California
Partin Limestone Products, Inc. California
Riverside Cement Holdings Company Delaware
Texas Industries Holdings, Inc. Delaware
Texas Industries Trust Delaware
TXI Aviation, Inc. Texas
TXI California Inc. Delaware
TXI Cement Company Delaware
TXI Corp. Delaware
TXI Operating Trust Delaware
TXI Operations, LP Delaware
TXI Power Company Texas
TXI Riverside Inc. Delaware
TXI Star Recycling LP Delaware
TXI Transportation Company Texas
</Table>