COMPX INTERNATIONAL INC.
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Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
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Telephone: (972) 233-1700
Telephone Facsimile: (972) 239-0142
Andrew Louis
Corporate Counsel and
Assistant Secretary
(972) 450-4243
March 6, 1998
The Board of Directors of CompX International Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Re: Registration Statement on Form S-8 Relating to 1,500,000 Shares of
Class A Common Stock of CompX International Inc. Available for
Issuance under the CompX International Inc. 1997 Long-Term Incentive
Plan
Ladies and Gentlemen:
I have acted as corporate counsel for CompX International Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on March 6, 1998 under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
Company's 1,500,000 shares (the "Shares") of Class A Common Stock, par value
$0.01 per share (the "Class A Common Stock"), available for issuance under the
CompX International Inc. 1997 Long-Term Incentive Plan (the "Plan").
A. Basis of Opinions
As the basis for the opinions expressed in this letter, I have examined and
considered originals, or copies certified or otherwise identified to my
satisfaction, of such documents, corporate records, and instruments as I have
deemed necessary or appropriate for the expression of such opinions, including,
without limitation, the following:
(1) the Restated Certificate of Incorporation and bylaws of the Company,
both as amended to date;
(2) the minutes and records of the corporate proceedings of the Company
with respect to the establishment of the Plan and related matters; and
(3) the Plan.
B. Opinions
Based upon the foregoing, having regard for such legal considerations as I
have deemed relevant, and subject to the comments, assumptions, limitations,
qualifications and exceptions set forth in Section C, I hold the opinions set
forth below:
(1) The issuance of the Shares has been duly authorized; and
(2) The Shares, when issued, will be validly issued, fully paid and
nonassessable.
C. Comments, Assumptions, Limitations, Qualifications and Exceptions
The opinions expressed in Section B above are based upon and subject to the
further comments, assumptions, limitations, qualifications and exceptions as set
forth below.
(1) I have assumed, without investigation, the genuineness of all
signatures and the authenticity of all documents submitted to me as
originals, the conformity to authentic originals of all documents
submitted to me as copies and the veracity of all such documents.
(2) I have assumed that (a) awards under the Plan pursuant to which Shares
may be issued ("Awards"), which Awards are yet to be granted, will be
duly granted in accordance with the terms of the Plan; (b) the Shares
will be duly issued in accordance with the terms of the Plan and the
respective agreements evidencing the Awards under which such Shares
are to be issued; (c) the Company maintains an adequate number of
authorized but unissued shares and/or treasury shares of Class A
Common Stock available for issuance to those persons who receive or
exercise Awards; and (d) the consideration actually received by the
Company (or the increase in the Company's capital on the books of the
Company, if applicable) for each issued Share is equal to or exceeds
the par value thereof.
(3) The law covered by the opinions expressed in this letter is limited to
the federal law of the United States, the Delaware General Corporation
Law, as amended, and the law of the State of Texas.
(4) I am an Assistant Secretary of the Company and I am an employee of
Valhi, Inc., a Delaware corporation, an indirect parent corporation of
the Company.
(5) Except as set forth in subsection C.6 below, the opinions set forth
herein are expressed solely for your benefit, and no other party shall
be entitled to rely on my opinions without my prior express written
consent. Except as set forth in subsection C.6 below or without my
prior express written consent, this opinion letter may not be quoted
in whole or in part or otherwise referred to in any document or report
and may not be furnished to any person or entity.
(6) I consent to the filing of this letter as an exhibit to the
Registration Statement and to reference to my opinions included in or
made a part of the Registration Statement. In giving this consent, I
do not admit that I come within the category of a person whose consent
is required under Section 7 of the Securities Act or the rules and
regulations promulgated thereunder.
Respectfully submitted,
/s/ Andrew Louis
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Andrew Louis, Esq.
Corporate Counsel and Assistant Secretary of
CompX International Inc.