Exhibit 5
[Letterhead of Arnold & Porter]
February 3, 1999
Armco Inc.
One Oxford Centre
301 Grant Street
Pittsburgh, Pennsylvania 15219
Ladies and Gentlemen:
We refer to the registration statement on Form S-4, Registration No.
333-71203 (the "Registration Statement"), filed by Armco Inc., an Ohio
corporation (the "Company"), with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), pursuant to which
the Company is registering $75,000,000 aggregate principal amount of 8 7/8%
Senior Notes due 2008 (the "Exchange Notes"), under an Indenture dated as of
November 1, 1993 between the Company and Star Bank, N.A., as trustee (the
"Trustee"), as supplemented by Supplemental Indenture No. 1, dated as of
November 1, 1993, and Supplemental Indenture No. 2, dated as of December 15,
1998 (the "Indenture"), to be issued in exchange for $75,000,000 aggregate
principal amount of the Company's outstanding 8 7/8% Senior Notes due 2008
(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, General Counsel 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]
February 3, 1999
Arnold & Porter
399 Park Avenue
New York, New York 10022
Ladies and Gentlemen:
I refer to the registration statement on Form S-4, Registration No.
333-71203 (the "Registration Statement"), filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
pursuant to which Armco Inc., an Ohio corporation (the "Company"), is
registering $75,000,000 aggregate principal amount of 8 7/8% Senior Notes due
2008 (the "Exchange Notes"), under an Indenture dated as of November 1, 1993
between the Company and Star Bank, N.A., as trustee (the "Trustee"), as
supplemented by Supplemental Indenture No. 1, dated as of November 1 1993,
and Supplemental Indenture No. 2, dated as of December 15, 1998 (the
"Indenture"), to be issued in exchange for $75,000,000 aggregate principal
amount of the Company's outstanding 8 7/8% Senior Notes due 2008 (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.
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
General Counsel