Exhibit 5
[Letterhead of Arnold & Porter]
October 14, 1997
Armco Inc.
One Oxford Centre
301 Grant Street
Pittsburgh, Pennsylvania 15219
Ladies and Gentlemen:
We refer to the registration statement under Form S-4, Registration No.
333-36691 (the "Registration Statement"), filed by Armco Inc., an Ohio
corporation (the "Company") with the Securities and Exchange of 1933, as
amended (the "Act"), pursuant to which the Company is registering
$150,000,000 aggregate principal amount of 9% Senior Notes due 2007 (the
"Exchange Notes"), under an Indenture dated as of October 1, 1992, between
the Company and The Fifth Third Bank, as trustee (the "Trustee"), as
supplemented by Supplemental Indenture No. 1, dated as of October 1, 1992,
and Supplemental Indenture No. 2, dated as of September 1, 1997, to be issued
in exchange for $150,000,000 aggregate principal amount of the Company's 9%
Senior Notes (the "Exchange Offer"). The terms and conditions of the
Exchange Notes and the Exchange Offer are as set forth in the Registration
Statement and the prospectus (the "Prospectus") contained therein.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of the Registration Statement, the Indenture, the form of
Exchange Notes set forth in the Indenture, and such corporate records,
agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives
of the Company, and have made such inquiries of such officers and
representatives as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.
Based upon and subject to the foregoing, we are of the opinion that the
Exchange Notes have been duly authorized by the Company and when the Exchange
Notes have been duly executed by the Company and authenticated by the Trustee
in accordance with the terms of the Indenture and issued in
exchange for the Old Notes in accordance with the terms of the Exchange
Offer, the Exchange Notes will constitute valid and binding obligations of
the Company under the laws of the State of New York, subject to bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium, receivership
and similar laws relating to or affecting creditors' rights generally and to
equitable principles (regardless of whether enforcement is sought in a
proceeding in equity or at law).
The foregoing opinion is limited to the laws of the State of New York and,
in reliance upon the opinion of Gary R. Hildreth, Vice President, General
Counsel and Secretary of the Company, an executed copy of which is attached
hereto (the "Hildreth Opinion"), the laws of the State of Ohio, and we do not
express any opinion herein concerning the laws of any other jurisdiction. To
the extent the foregoing opinion relates to matters governed by the laws of
the State of Ohio, such opinion is subject to the qualifications and
limitations expressed in the Hildreth Opinion.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Registration Statement. In giving the foregoing
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations
of the Securities and Exchange Commission thereunder.
This opinion is solely for your information and is not to be quoted in
whole or in part, summarized or otherwise referred to without our written
consent, except as provided in the preceeding paragraph. This opinion is as
of the date hereof. We disclaim any responsibility to update or supplement
this opinion to reflect any events or state of facts which may hereafter come
to our attention or any changes in statutes or regulations or any court
decisions which may hereafter occur.
Very truly yours,
/s/ ARNOLD & PORTER
Attachment to Exhibit 5
[Letterhead of Armco]
October 14, 1997
Arnold & Porter
399 Park Avenue
New York, New York 10022
Ladies and Gentlemen:
I refer to the registration statement under Form S-4, Registration
No. 333-36691 (the "Registration Statement"), filed with the Securities and
Exchange of 1933, as amended (the "Act"), pursuant to which Armco Inc. (the
"Company") is registering $150,000,000 aggregate principal amount of 9%
Senior Notes due 2007 (the "Exchange Notes"), under an Indenture dated as of
October 1, 1992, between the Company and The Fifth Third Bank, as trustee
(the "Trustee"), as supplemented by Supplemental Indenture No. 1, dated as of
October 1, 1992, and Supplemental Indenture No. 2, dated as of September 1,
1997, to be issued in exchange for $150,000,000 aggregate principal amount of
the Company's 9% Senior Notes (the "Exchange Offer"). The terms and
conditions of the Exchange Notes and the Exchange Offer are as set forth in
the Registration Statement and the prospectus (the "Prospectus") contained
therein.
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of the Registration Statement, the Indenture,
the form of Exchange Notes set forth in the Indenture, and such corporate
records, agreements, documents and other instruments, and such certificates
or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives as I have deemed relevant and necessary as a basis for
the opinions hereinafter set forth.
Based upon and subject to the foregoing, I am of the opinion that
the Exchange Notes have been duly authorized by the Company and when the
Exchange Notes have been duly executed by the Company and authenticated by
the Trustee in accordance with the terms of the Indenture and issued in
exchange for the Old Notes in accordance with the terms of the
Exchange Offer, the Exchange Notes will constitute valid and binding
obligations of the Company under the laws of the State of Ohio, subject to
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium,
receivership and similar laws relating to or affecting creditors' rights
generally and to equitable principles (regardless of whether enforcement is
sought in a proceeding in equity or at law).
The foregoing opinion is limited to the laws of the State of Ohio
and I express no opinion herein concerning the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and/or as an attachment to your opinion being filed as
an exhibit to the Registration Statement (and in this regard I consent to
your reliance on this opinion) and to be named under the caption "Legal
Matters" in the Prospectus forming part of the Registration Statement. 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 or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Gary R. Hildreth
Gary R. Hildreth
Vice President, General
Counsel and Secretary