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EXHIBIT (5a)
FINA OIL AND CHEMICAL COMPANY
FINA, INC.
FINA PLAZA
DALLAS, TEXAS 75206
July 3, 1996
FINA, Inc.
FINA Plaza
Dallas, Texas 75206
Fina Oil and Chemical Company
FINA Plaza
Dallas, Texas 75206
RE: SENIOR DEBT SECURITIES AND GUARANTEE
Gentlemen and Ladies:
I am Senior Vice President, Secretary and General Counsel of FINA,
Inc., a Delaware corporation ("FINA"), and the Senior Vice President and
General Counsel of Fina Oil and Chemical Company, a Delaware corporation and a
direct, wholly-owned subsidiary of FINA ("FOCC" and, collectively with FINA,
the "Registrants"), and have acted in such capacities in connection with the
proposed issuance and sale by FOCC of up to $150,000,000 aggregate principal
amount of senior debt securities ("Senior Debt Securities") and the guarantee
of FINA applicable thereto (the "Guarantee"), to certain underwriters to be
named later (the "Underwriters"), such sales to be made in accordance with the
terms of an Underwriting Agreement (the "Underwriting Agreement") to be entered
into by and between FOCC and a representative or representatives of the
Underwriters (the "Representative"), in substantially the form filed as an
Exhibit to the Registration Statement (as such term is hereinafter defined),
and a Pricing Agreement (the "Pricing Agreement") with respect to each series
of Senior Debt Securities to be entered into by and between FOCC and the
Representative, on behalf of itself and the other Underwriters, if any, named
therein, in substantially the form filed as an Exhibit to the Registration
Statement.
Each series of Senior Debt Securities will be issued under and the
Guarantee of FINA applicable thereto will be set forth in an Indenture (the
"Indenture") to be entered into by and among FINA, as guarantor, FOCC, as
issuer, and Texas Commerce Bank National Association, as trustee (the
"Trustee"), relating to FOCC's series of Senior Debt Securities and FINA's
Guarantee, a form of which Indenture is filed as an Exhibit to the Registration
Statement, as supplemented by a Supplemental Indenture (the "Supplemental
Indenture") with respect to the Senior Debt Securities of each particular series
to be entered into by and among FINA, as guarantor, FOCC, as issuer, and the
Trustee, in substantially the form filed as an Exhibit to the Registration
Statement.
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FINA, Inc.
Fina Oil and Chemical Company
July 3, 1996
Page 2
As Senior Vice President, Secretary and General Counsel of FINA, and
Senior Vice President and General Counsel of FOCC, I have participated in and
am familiar with the corporate proceedings of the Registrants relating to the
preparation of the Registration Statement on Form S-3 filed with the Securities
and Exchange Commission (the "Commission") on this date (the "Registration
Statement"), providing for the registration of the Senior Debt Securities, and
the Guarantee applicable thereto, for offering and sale to the Underwriters
from time to time under the Securities Act of 1933, as amended (the "1933
Act"), and Rule 415 promulgated thereunder.
In connection with the foregoing, I have researched such questions of
law and examined the originals or copies of the Registration Statement and the
forms of the Underwriting Agreement, Pricing Agreement, Indenture and
Supplemental Indenture filed as Exhibits to the Registration Statement, and
such corporate records, agreements or other instruments of the Registrants and
other instruments and documents as I have deemed relevant and necessary to
require as a basis for the opinions hereinafter expressed. As to various
questions of fact material to such opinions, I have, where relevant facts were
not independently established by me, relied upon statements of other officers
of the Registrants, whom I believe to be responsible.
Based upon the foregoing and in reliance thereon, I advise you that in
my opinion when (i) the series of Senior Debt Securities to be sold by FOCC to
the Underwriters and the other matters relating thereto shall have been approved
by the Board of Directors of FOCC (or a duly appointed and authorized committee
thereof), (ii) the Guarantee by FINA of the Senior Debt Securities of such
series and the other matters relating thereto shall have been approved by the
Board of Directors of FINA (or a duly appointed and authorized committee
thereof), (iii) the Registration Statement shall have become effective under the
1933 Act, (iv) the Underwriting Agreement, Pricing Agreement, Indenture and
Supplemental Indenture with respect to such series of Senior Debt Securities
shall have been authorized, executed and delivered by the parties thereto in
substantially the forms filed as Exhibits to the Registration Statement, and (v)
the Senior Debt Securities of such series shall have been issued, executed,
authenticated, delivered and sold in accordance with the provisions of the
Indenture and the Underwriting Agreement, Pricing Agreement and Supplemental
Indenture relating thereto, (A) the Senior Debt Securities of such series will
be validly issued and will constitute valid and binding obligations of FOCC,
enforceable against FOCC in accordance with their terms, except as enforcement
thereof may be limited by (I) equitable principles which may limit the
availability of certain equitable remedies (such as specific performance) in
certain instances, (II) applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws related to or affecting creditors' rights generally,
and (III) a holding or judicial determination by a court of competent
jurisdiction that such obligations violate public policy of the State of Texas;
and (B) the Guarantee of FINA with respect to such series of Senior Debt Series
will by duly authorized and will constitute the valid and binding obligation of
FINA, enforceable against FINA in accordance with the terms set forth in the
Indenture, except as enforcement thereof may be limited by equitable principles
which may limit the availability of certain equitable securities (such as
specific performance) in certain instances and applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws related to or affecting
creditors' rights generally.
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FINA, Inc.
Fina Oil and Chemical Company
July 3, 1996
Page 3
The opinions expressed above are subject to the qualification that I
am a member of the Bar of the State of Texas and such opinions are limited to
the laws of the State of Texas, the laws of the United States of America and,
to the extent relevant to the opinion expressed above, the General Corporation
Law of the State of Delaware (based solely upon a reading of such statute and
without consideration of any judicial or administrative interpretations
thereof).
I hereby consent to the reference to me under the caption "Legal
Opinions" in the Prospectus included in the Registration Statement and to the
filing of this opinion as Exhibit (5a) to the Registration Statement. The
foregoing, however, shall not constitute an admission by me that I am an expert
as provided for in Sections 7 and 11 of the 1933 Act.
Very truly yours,
Cullen M. Godfrey,
Senior Vice President
and General Counsel of
Fina Oil and Chemical Company
and
Senior Vice President,
Secretary and General Counsel of
FINA, Inc.