EXHIBIT 5.2
[Faegre & Benson LLP Letterhead]
August 30, 2004
International Steel Group Inc.
4020 Kinross Lakes Parkway
Richfield, Ohio 44286-9000
Re: $600,000,000 6.50% Senior Notes Due 2014 of International Steel Group
Inc.
Ladies and Gentlemen:
We are acting as local Minnesota counsel for Hibbing Taconite Holding
Inc., a Minnesota corporation (the "HIBBING TACONITE"), in connection with the
proposed issuance and exchange (the "EXCHANGE OFFER") of up to $600,000,000
aggregate principal amount of the 6.50% Senior Notes due 2014 (the "EXCHANGE
Notes") of International Steel Group Inc., a Delaware corporation and the
ultimate parent company of Hibbing Taconite (the "COMPANY"), and the guarantee
of the Exchange Notes (the "EXCHANGE GUARANTEES" and, together with the Exchange
Notes, the "SECURITIES") registered under the Securities Act of 1933 (the
"SECURITIES ACT") by Hibbing Taconite, ISG Chicago Cold Rolling LLC, a Delaware
limited liability company ("ISG CHICAGO COLD ROLLING"), ISG Columbus Coatings
LLC, a Delaware limited liability company ("ISG COLUMBUS COATINGS"), ISG
Columbus Processing LLC, a Delaware limited liability company ("ISG COLUMBUS
PROCESSING"), Hibbing Land Corporation, a Delaware corporation ("HIBBING LAND
CORP."), Pristine Resources Inc., a Delaware corporation ("PRISTINE"), Tow Path
Valley Business Park Development Company, a Delaware corporation ("TOW PATH"),
Tecumseh Redevelopment Inc., a Delaware corporation ("TECUMSEH"), ISG Weirton
Inc., a Delaware corporation ("ISG WEIRTON"), ISG Georgetown Inc., a Delaware
corporation ("ISG GEORGETOWN"), ISG Acquisition Inc., a Delaware corporation
("ISG ACQUISITION"), ISG Cleveland Inc., a Delaware corporation ("ISG
CLEVELAND"), ISG Cleveland West Inc., a Delaware corporation ("ISG CLEVELAND
WEST"), ISG Cleveland West Properties Inc., a Delaware corporation ("ISG
CLEVELAND WEST PROPERTIES"), ISG Cleveland Works Railway Company, a Delaware
corporation ("ISG CLEVELAND WORKS"), ISG Hennepin Inc., a Delaware corporation
("ISG HENNEPIN"), ISG Indiana Harbor Inc., a Delaware corporation ("ISG INDIANA
HARBOR"), ISG Riverdale Inc., a Delaware corporation ("ISG RIVERDALE"), ISG
South Chicago & Indiana Harbor Railway Company, a Delaware corporation ("ISG
SOUTH CHICAGO"), ISG Warren Inc., a Delaware corporation ("ISG WARREN"), ISG/EGL
Holding Company, a Delaware corporation ("ISG/EGL"), ISG Burns Harbor LLC, a
Delaware limited liability company ("ISG BURNS HARBOR"), ISG Lackawanna LLC, a
Delaware limited liability company ("ISG LACKAWANNA"), ISG Piedmont LLC, a
Delaware limited liability company ("ISG PIEDMONT"), ISG Plate LLC, a Delaware
limited liability company ("ISG PLATE"),
ISG Railways Inc., a Delaware corporation ("ISG RAILWAYS"), ISG Real Estate
Inc., a Delaware corporation ("ISG REAL ESTATE"), ISG Sales Inc., a Delaware
corporation ("ISG SALES"), ISG Sparrows Point LLC, a Delaware limited liability
company ("ISG SPARROWS POINT"), ISG Steelton LLC, a Delaware limited liability
company ("ISG STEELTON"), ISG Steelton Services LLC, a Delaware limited
liability company ("ISG STEELTON SERVICES"), ISG Venture Inc., a Delaware
corporation ("ISG VENTURE"), ISG Technologies Inc., a Delaware corporation ("ISG
TECHNOLOGIES"), ISG Hibbing Inc., a Delaware corporation ("ISG HIBBING"), ISG
Lackawanna Services LLC, a Delaware limited liability company ("ISG LACKAWANNA
SERVICES"), ISG Sparrows Point Services LLC, a Delaware limited liability
company ("ISG SPARROWS POINT SERVICES"), ISG Plate Services LLC, a Delaware
limited liability company ("ISG PLATE SERVICES"), and ISG Burns Harbor Services
LLC, a Delaware limited liability company ("ISG BURNS HARBOR SERVICES") (each, a
"GUARANTOR", and collectively Hibbing Taconite, ISG Chicago Cold Rolling, ISG
Columbus Coatings, ISG Columbus Processing, Hibbing Land Corp., Pristine, Tow
Path, Tecumseh, ISG Weirton, ISG Georgetown, ISG Acquisition, ISG Cleveland, ISG
Cleveland West, ISG Cleveland West Properties, ISG Cleveland Works, ISG
Hennepin, ISG Indiana Harbor, ISG Riverdale, ISG South Chicago, ISG Warren,
ISG/EGL, ISG Burns Harbor, ISG Lackawanna, ISG Piedmont, ISG Plate, ISG
Railways, ISG Real Estate, ISG Sales, ISG Sparrows Point, ISG Steelton, ISG
Steelton Services, ISG Venture, ISG Technologies, ISG Hibbing, ISG Lackawanna
Services, ISG Sparrows Point Services, ISG Plate Services, and ISG Burns Harbor
Services, the "GUARANTORS"), for an equal principal amount of the Company's
outstanding 6.50% Senior Notes due 2014 (the "OUTSTANDING NOTES") and the
guarantee of the Outstanding Notes by the Guarantors (the "OUTSTANDING
GUARANTEES" and, together with the Outstanding Notes, the "OUTSTANDING
SECURITIES"). The Outstanding Securities have been, and the Securities will be,
issued pursuant to an Indenture, dated as of April 14, 2004, by and among the
Company, certain of the Guarantors and The Bank of New York, as trustee (the
"TRUSTEE"), as amended by that certain First Supplemental Indenture, dated as of
August 23, 2004, among the Company, the Guarantors and the Trustee (as so
amended, the "INDENTURE").
We have made such examination of law and facts as we have deemed relevant
and necessary as a basis for our opinions hereafter set forth. Based upon and
subject to the foregoing and the assumptions, qualifications and exceptions set
forth below, we are of the opinion that:
(1) Hibbing Taconite is a corporation validly existing and in good
standing under the laws of the State of Minnesota.
(2) Hibbing Taconite has the corporate power and authority to execute,
deliver and perform the Exchange Guarantees.
(3) The Exchange Guarantees have been duly authorized by all necessary
corporate action on the part of Hibbing Taconite.
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(4) The Exchange Guarantees, when they are executed and delivered in
accordance with the terms of the Exchange Offer in exchange for the Outstanding
Guarantees, will be validly issued by Hibbing Taconite.
ASSUMPTIONS, QUALIFICATIONS AND EXCEPTIONS
In rendering the foregoing opinions, we wish to advise you of the
following assumptions, qualifications and exceptions to which such opinions are
subject:
A. For purposes of the opinion set forth in paragraph 1 above with
respect to the valid existence and good standing of Hibbing Taconite
in the State of Minnesota, we are relying solely upon a good
standing certificate and verbal confirmation of good standing from
such state.
B. As to certain relevant facts, we have relied solely on the
assumptions set forth below and certificates of officers of Hibbing
Taconite, in each case without independent verification thereof or
other investigation; provided, however, that our Primary Lawyers
have no Actual Knowledge concerning the factual matters upon which
reliance is placed which would render such reliance unreasonable.
For purposes hereof, the term "Primary Lawyers" means lawyers in
this firm who have given substantive legal attention to
representation of Hibbing Taconite in connection with this matter,
and the term "Actual Knowledge" means the conscious awareness by
such Primary Lawyers at the time this opinion is delivered of facts
or other information without any other investigation.
C. This opinion is limited to the laws of the State of Minnesota.
D. We have relied, without investigation, upon the following
assumptions: (i) natural persons who are involved on behalf of
Hibbing Taconite have sufficient legal capacity (as opposed to
authority) to enter into and perform the transaction or to carry out
their role in it; (ii) each document submitted to us for review is
accurate and complete, each such document that is an original is
authentic, each such document that is a copy conforms to an
authentic original, and all signatures on each such document are
genuine; (iii) there are no agreements or understandings among the
parties, written or oral, and there is no usage of trade or course
of prior dealing among the parties that would, in either case,
define, supplement or qualify the terms of the Indenture, the
Securities or the Outstanding Securities; (iv) each person who has
taken any action relevant to our opinions as a director or officer
of Hibbing Taconite was duly elected or appointed, qualified and
acting as such at the time such action was taken, and that no such
action has been rescinded; (v) the articles of incorporation and
by-laws of Hibbing Taconite, and all amendments thereto, have been
adopted in accordance with all applicable legal requirements; and
(vi) the Company owns, directly or indirectly, all of the
outstanding capital stock of Hibbing Taconite.
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E. The opinions expressed above are limited to the specific issues
addressed and to laws existing on the date hereof. By rendering our
opinions, we do not undertake to advise you with respect to any
other matter or of any change in such laws or in the interpretation
thereof which may occur after the date hereof.
F. The opinions expressed above do not address any of the following
legal issues: (i) compliance with fiduciary duty requirements; and
(ii) the statutes and ordinances, administrative decisions and the
rules and regulations of counties, towns, municipalities and special
political subdivisions (whether created or enabled through
legislative action at the federal, state or regional level) and
judicial decisions to the extent that they deal with the foregoing.
This opinion letter has been furnished at your request and is solely for
your benefit and the benefit of Jones Day (which is hereby entitled to rely on
this opinion) in connection with the transactions contemplated by the Indenture
and may not be relied upon for any other purpose or by any other person or
disclosed, quoted, filed with a governmental agency or otherwise referred to
without our prior written consent; provided, however, we consent to your filing
this opinion as an exhibit to the Registration Statement on Form S-4 of the
Company and the Guarantors relating to the Exchange Offer. We also consent to
the reference to our firm under the caption "Legal Matters" in the Registration
Statement. By so consenting, we do not imply or admit that we are included in
the category of persons whose consent is required under Section 7 of the of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
FAEGRE & BENSON LLP
By /s/ JENNIFER R. MEWALDT
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