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EXHIBIT 5.1
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
www.alston.com
July 14, 1998
SIMCALA, Inc.
Ohio Ferro Alloys Road
Mt. Meigs, Alabama 36057
Re: SIMCALA, Inc. -- Registration Statement on Form S-1 with respect to
$75,000,000 9-5/8% Senior Notes due 2006, Series B
Gentlemen:
We have acted as counsel to SIMCALA, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of $75,000,000 aggregate principal amount of 9-5/8% Senior
Notes due 2006, Series B (the "Exchange Notes"), pursuant to a Registration
Statement on Form S-1 (the "Registration Statement"). The Exchange Notes will
be issued pursuant to the terms of an Indenture by and between SAC Acquisition
Corp., a Georgia corporation ("SAC"), and IBJ Schroder Bank & Trust Company, as
trustee (the "Trustee"), and an Indenture Supplement by and between the Company
(as successor to SAC) and the Trustee, each dated as of March 31, 1998
(collectively, the "Indenture"), in exchange for the identical principal amount
of any and all of the Company's outstanding 9-5/8% Senior Notes due 2006,
Series A (the "Series A Notes").
In connection with the foregoing, we have examined the Company's
Certificate of Incorporation and Bylaws, the corporate proceedings taken by the
Company to authorize the offering, sale and issuance of the Series A Notes and
the Exchange Notes, the Indenture (including the form of the Exchange Notes),
and the Registration Statement. We also have examined and relied upon such
other records, documents and other instruments in our judgement necessary or
appropriate in order to express the opinions hereinafter set forth.
Based on the foregoing, we are of the opinion that the Exchange Notes have
been duly authorized and, when issued and exchanged for the Series A Notes in
accordance with the terms of the Exchange Offer described in the Prospectus
included in the Registration Statement, will be validly issued and binding
obligations of the Company.
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SIMCALA, Inc.
July 14, 1998
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The opinions expressed above are subject to (a) applicable bankruptcy,
receivership, conservatorship, fraudulent conveyance, insolvency, moratorium,
reorganization and similar laws affecting the enforcement of creditors' rights
and remedies generally, (b) general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law), and (c)
certain other limitations that exist relating to the rights of set-off,
indemnity and contribution and by virtue of public policy.
We are licensed to practice law in the State of Georgia and before the
federal courts having jurisdiction in Georgia, and we express no opinion with
respect to the laws of any jurisdiction other than the State of Georgia, the
State of Delaware, the State of New York and the federal laws of the United
States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
ALSTON & BIRD LLP
By: /s/ Michael R. McAlevey
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Michael R. McAlevey, a Partner
MRM:dab