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FORM OF OPINION Exhibit 5.1
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JONES, DAY, REAVIS & POGUE
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
_____________, 1999
Oglebay Norton Company
1100 Superior Avenue, 21st Floor
Cleveland, OH 44114-2598
Re: 10% Senior Subordinated Notes due 2009
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Ladies and Gentlemen:
We are acting as counsel for Oglebay Norton Company, a
Delaware corporation (the "Company"), in connection with the proposed issuance
of up to $100,000,000 aggregate principal amount of the Company's 10% Senior
Subordinated Notes due 2009 (the "Exchange Notes"), and the guarantees of the
Exchange Notes (the "Subsidiary Guarantees" and, together with the Exchange
Notes, the "Securities") by certain subsidiaries (the "Subsidiary Guarantors")
of the Company, in exchange for its 10% Senior Subordinated Notes due 2009, and
the guarantees of such notes by the Subsidiary Guarantors (the "Original
Securities"). Reference is made to (i) the Company's Registration Statement on
Form S-4 (the "Registration Statement") with respect to the Securities, to be
filed with the Securities and Exchange Commission under the Securities Act of
1933 (the "Securities Act"), (ii) the Indenture, dated as of February 1, 1999
(the "Indenture"), among the Company, the Subsidiary Guarantors and Norwest Bank
Minnesota, National Association, as Trustee (the "Trustee"), pursuant to which
the Securities will be issued in exchange for the Original Securities, and (iii)
the Registration Rights Agreement, dated as of February 1, 1999, among the
Company, the Subsidiary Guarantors and CIBC Oppenheimer Corp. (the "Registration
Rights Agreement").
In rendering this opinion, we have assumed that the signatures
on all documents examined by us are genuine. We have examined such documents,
records and matters of law as we have deemed necessary for purposes of this
opinion, and based thereupon, but subject to the limitations set forth below, we
are of the opinion that:
1. The Exchange Notes have been duly authorized and, when duly
executed by authorized officers of the Company, authenticated by the
Trustee, and issued in accordance with the Indenture and the
Registration Rights Agreement, will be binding obligations of the
Company, entitled to the benefits of the Indenture, except to the
extent enforceability may be limited by bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights
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generally and general equitable principles (whether considered in a
proceeding in equity or at law).
2. Subject to the exceptions set forth in the next paragraph
hereof, the Subsidiary Guarantees have been duly authorized and, when
duly executed and delivered by authorized officers of the Subsidiary
Guarantors, authenticated by the Trustee, and issued in accordance with
the Indenture and the Registration Rights Agreement, the Subsidiary
Guarantees will be binding obligations of the Subsidiary Guarantors,
entitled to the benefits of the Indenture, except to the extent
enforceability may be limited by bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and other similar laws relating
to or affecting creditors' rights generally and general equitable
principles (whether considered in a proceeding in equity or at law).
The opinions expressed herein are expressly limited to the
federal laws of the United States of America, the laws of the State of New York,
the General Corporation Law of California, the Ohio General Corporation Law and
the General Corporation Law of the State of Delaware, as currently in effect,
and we express no opinion as to the effect of, or the enforceability under, the
laws of any other jurisdiction. With respect to the opinions expressed in
paragraph 2 hereof concerning Colorado Silica Sand, Inc. and Global Stone Port
Inland, Inc., we have assumed that the Subsidiary Guarantees have been duly
authorized by such entities.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the reference to us under the caption
"Legal Matters" in the Prospectus constituting a part of the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,