Exhibit 5.2
January 18, 2005
Crompton Corporation
199 Benson Road
Middlebury, Connectcut 06749
Re: Crompton Corporation and the Subsidiary Guarantors
listed on Schedules I and II hereto
Registration Statement on Form S-4
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Ladies and Gentlemen:
I am the Senior Vice President and General Counsel for Crompton
Corporation, a Delaware corporation (the "Company"), and in such capacity have
acted as counsel to the Company and each of the Subsidiary Guarantors (as
defined below) in connection with the public offering of $375,000,000 aggregate
principal amount of the Company's 9 7/8% Senior Notes due 2012 (the "9 7/8%
Senior Exchange Notes") and $225,000,000 aggregate principal amount of the
Company's Senior Floating Rate Notes due 2010 (the "Senior Floating Rate
Exchange Notes" and, together with the 9 7/8% Senior Exchange Notes, the
"Exchange Notes") and the related guarantees of the Exchange Notes by the
Subsidiary Guarantors (the "Subsidiary Guarantees").
The 9 7/8% Senior Exchange Notes are to be issued pursuant to an
exchange offer (the "Exchange Offer") in exchange for a like principal amount of
the issued and outstanding 9 7/8% Senior Notes due 2012 (the "Original 9 7/8%
Senior Notes") together with related guarantees thereof by the Subsidiary
Guarantors under the Indenture, dated as of August 16, 2004, by and among the
Company, the Subsidiary Guarantors, Wells Fargo Bank, National Association, as
trustee (the "Trustee") and Deutsche Bank Trust Company Americas, as Note
Custodian, Paying Agent, Registrar and Calculation Agent ("DBTCA"), relating to
the Original 9 7/8% Senior Notes (the "9 7/8% Senior Notes Indenture"), as
contemplated by the Registration Rights Agreement, dated as of August 16, 2004
(the "Registration Rights Agreement"), by and among the Company, the Subsidiary
Guarantors, and Deutsche Bank Securities Inc., Bank Of America Securities LLC,
Citigroup Global Markets Inc., and Credit Suisse First Boston LLC, as Initial
Purchasers. The Senior Floating Rate Exchange Notes are to be issued pursuant to
the Exchange Offer in exchange for a like principal amount of the issued and
outstanding Senior Floating Rate Notes due 2010 of the Company (the "Original
Senior Floating Rate Notes" and, together with the Original 9 7/8% Senior Notes,
the "Original Notes") together with related guarantees thereof by the Subsidiary
Guarantors under the Indenture, dated as of August 16, 2004, by and among the
Company, the Subsidiary Guarantors, the Trustee and DBTCA, relating to the
Original Senior Floating Rate Notes (the "Senior Floating Rate Note Indenture"
and, together with the 9 7/8% Senior Notes Indenture, the "Indentures"), as
contemplated by the Registration Rights Agreement. The Indentures provide for
the Subsidiary Guarantees by certain subsidiaries of the Company incorporated or
formed pursuant to the laws of the State of Delaware, and listed on Schedule I
hereto (the "Delaware Guarantors"), and by certain subsidiaries of the Company
listed on Schedule II hereto (the "Non-Delaware Guarantors" and, together with
the Delaware Guarantors, the "Subsidiary Guarantors") to the extent set forth in
the Indentures.
Crompton Corporation
January 18, 2005
Page 2
This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended
(the "Act").
In connection with this opinion, I, or persons under my supervision,
have examined originals or copies, certified or otherwise identified to my
satisfaction, of:
(i) the Registration Statement on Form S-4 with respect to the Exchange
Notes and the Subsidiary Guarantees, filed with the Securities and
Exchange Commission (the "Commission") on October 8, 2004 under the
Act, Amendment No. 1 thereto filed on December 3, 2004, Amendment No. 2
thereto filed on December 27, 2004, and Amendment No. 3 thereto to be
filed on the date hereof (as so amended, the "Registration Statement");
(ii) an executed copy of the Registration Rights Agreement;
(iii) an executed copy of each of the Indentures;
(iv) (a) the Certificate of Incorporation, Articles of Incorporation,
or Articles of Organization as applicable, and (b) the By-laws or
Operating Agreement as applicable of each of the Non-Delaware
Guarantors;
(v) certain resolutions adopted by the Boards of Directors or Managers,
as applicable, of each of the Non-Delaware Guarantors relating to the
Exchange Offer, the Indentures, and the Subsidiary Guarantees and
related matters, as certified by the Secretary or Assistant Secretary,
as applicable of each the Non-Delaware Guarantors;
Crompton Corporation
January 18, 2005
Page 3
(vi) the Forms T-1 of the Trustee filed as an exhibit to the
Registration Statement with respect to each of the Indentures;
(vii) the forms of the Exchange Notes; and
(viii) the forms of the Subsidiary Guarantees.
I, or persons under my supervision, have also examined originals or
copies, certified or otherwise identified to my satisfaction, of such records of
the Company and the Non-Delaware Guarantors and such agreements, certificates of
public officials, certificates of officers or other representatives of the
Company, the Non-Delaware Guarantors and others, and such other documents,
certificates and records as I have deemed necessary or appropriate as a basis
for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. In making my examination
of executed documents or documents to be executed, I have assumed that the
parties thereto, other than the Company and the Subsidiary Guarantors, had or
will have the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents, and except as to the Subsidiary Guarantors with respect to
the Subsidiary Guarantees, the validity and binding effect on such parties. As
to any facts material to the opinions expressed herein which I have not
independently established or verified, I have relied upon statements and
representations of officers and other representatives of the Company, the
Non-Delaware Guarantors and others.
My opinion set forth herein is limited to those laws of the State of
Connecticut, the State of Georgia, the State of Louisiana, the State of
Minnesota, the State of New Jersey, the State of New York, and the Commonwealth
of Pennsylvania that are normally applicable to transactions of the type
contemplated by the Exchange Offer and, to the extent that judicial or
regulatory orders or decrees or consents, approvals, licenses, authorizations,
validations, filings, recordings or registrations with governmental authorities
are relevant, to those required under such laws (all of the foregoing being
referred to as "Opined on Law"). I do not express any opinion with respect to
the law of any jurisdiction other than Opined on Law or as to the effect of any
such non-opined on law on the opinion herein stated. The opinion expressed
herein is based on laws in effect on the date hereof, which laws are subject to
change with possible retroactive effect.
Crompton Corporation
January 18, 2005
Page 4
Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, I am of the opinion
that when the Exchange Notes and the Subsidiary Guarantees (in the forms I have
examined) have been duly executed and authenticated in accordance with the terms
of the Indentures and have been delivered upon consummation of the Exchange
Offer against receipt of Original Notes and the related guarantees surrendered
in exchange therefor in accordance with the terms of the Exchange Offer, the
Subsidiary Guarantees will constitute valid and binding obligations of each of
the Non-Delaware Guarantors, enforceable against each of the Non-Delaware
Guarantors in accordance with their terms, except to the extent that enforcement
thereof may be limited by (1) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws now or hereafter in
effect relating to creditors' rights generally and (2) general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity).
I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. I also consent to the reference to me
under the caption "Legal Matters" in the Registration Statement. In giving this
consent, I do not thereby admit that I am included in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Lynn A. Schefsky
Senior Vice President and General Counsel
Crompton Corporation
SCHEDULE I
DELAWARE SUBSIDIARY GUARANTORS
Crompton Colors Incorporated
Crompton Europe Financial Services Company
Crompton Holding Corporation
Davis-Standard Corporation
Uniroyal Chemical Company Limited (Delaware)
Uniroyal Chemical Company, Inc.
Uniroyal Chemical Export Limited
Uniroyal Chemical Leasing Company, Inc.
SI -1
SCHEDULE II
NON-DELAWARE
SUBSIDIARY GUARANTORS
CNK Chemical Realty Corporation
Crompton Monochem, Inc.
GT Seed Treatment Inc.
Kem Manufacturing Corporation
Monochem, Inc.
Naugatuck Treatment Company
Crompton Manufacturing Company, Inc.
Weber City Road LLC