Exhibit 5
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Board of Directors of
Solutia Inc.
Re: Registration Statement of Solutia Inc. on Form S-3
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 including
Post-Effective Amendment No. 1 to Form S-3 (the "Registration Statement")
to be filed with the Securities and Exchange Commission (the "Commission")
by Solutia Inc. to register the following securities: senior and subordinated
debt securities; guarantees of debt securities; shares of common stock,
$0.01 par value per share, including attached rights to purchase shares of
Series A Junior Participating Preferred Stock under Solutia Inc.'s Rights
Plan; shares of preferred stock, $0.01 par value per share; depositary
shares representing shares of the preferred stock; warrants to purchase
common stock, preferred stock, or depositary shares; stock purchase
contracts; and stock purchase units; all of which securities may be issued
from time to time on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933 at an aggregate initial public offering
price not to exceed $800,000,000. I am familiar with the corporate
proceedings taken by the Board of Directors to authorize the Registration
Statement. I am also familiar with the Restated Certificate of Incorporation
and the by-laws of Solutia Inc.
In connection with this opinion, I have assumed that (a) the
Registration Statement, and any amendments thereto (including post-effective
amendments), relating to the offered securities will have become effective
under the Securities Act of 1933, as amended (the "Act"); (b) a Prospectus
Supplement will have been prepared and filed with the Commission describing
the securities offered thereby; (c) all offered securities will be issued
and sold in compliance with applicable federal and state securities laws and
in the manner stated in the Registration Statement and the appropriate
Prospectus Supplement; (d) a definitive purchase, underwriting, sales agency
or similar agreement with respect to the offered securities will have been
duly authorized and validly executed and delivered by Solutia Inc. and the
other parties thereto; and (e) any applicable indenture and indenture
trustee will have been qualified under the Trust Indenture Act of 1939, as
amended.
Based on the foregoing, and having regard for such legal
considerations as I have deemed relevant, I am of the opinion that:
1. Solutia Inc. has been duly incorporated and is an existing
corporation in good standing under the laws of the State of Delaware.
2. When the senior and/or subordinated debt securities and
guarantees, if any, and the applicable indenture have been authorized by
appropriate corporate authorization, the applicable indenture has been
duly executed by the parties thereto, and the senior and/or subordinated
debt securities and guarantees, if any, have been executed, authenticated
and delivered in accordance with the applicable indenture against payment
therefore, the debt securities and guarantees, if any, will be validly
issued and the debt securities will constitute binding
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obligations of Solutia Inc., and the guarantees, if any, will constitute
binding obligations of the applicable subsidiary guarantors, in each case
subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles.
3. When the common stock and/or the preferred stock have been
duly authorized by appropriate corporate authorization and issued upon
receipt of payment therefor, the common stock and/or preferred stock will be
validly issued, fully paid, and non-assessable.
4. When the depositary shares and the related deposit agreement
have been duly authorized by appropriate corporate authorization, the
deposit agreement has been duly executed by the parties thereto, and the
depositary shares are executed and issued in accordance with the depositary
agreement upon receipt of payment therefor, the depositary shares will be
validly issued, fully paid, and non-assessable.
5. When the warrants and the related warrant agreement have been
duly authorized by appropriate corporate authorization, the warrant
agreement has been duly executed by the parties thereto, and the warrants
have been executed, countersigned, and delivered in accordance with the
warrant agreement against payment therefor, the warrants will be validly
issued and will constitute binding obligations of Solutia Inc., subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles.
6. When the stock purchase contracts and the purchase contract
agreement relating to the stock purchase contracts have been duly authorized
by appropriate corporate authorization and validly executed and delivered by
the parties thereto, and the stock purchase contracts have been duly
executed and issued in accordance with the purchase contract agreement, the
stock purchase contracts will constitute valid and binding obligations of
Solutia Inc., enforceable against Solutia Inc. in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
7. When the stock purchase units, purchase contract agreements
relating to the stock purchase contracts comprising a part of the units and
stock purchase contracts have been duly authorized by appropriate corporate
authorization and validly executed and delivered by the parties thereto, and
the stock purchase contracts have been duly executed and issued in
accordance with the purchase contract agreement, the stock purchase units
will constitute valid and binding obligations of Solutia Inc., enforceable
against Solutia Inc. in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors' rights and to
general equity principles.
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I hereby consent to the use of this opinion as an exhibit to the
Registration Statement relating to the securities described above and to the
use of my name under the heading "Validity of Securities" in the related
prospectus. 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
Securities Act of 1933.
/s/ Karl R. Barnickol
Karl R. Barnickol
General Counsel
Solutia Inc.
St. Louis, Missouri
March 11, 2002