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EXHIBIT 5.1
March 30, 2005
Kronos International, Inc.
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240
Re: Kronos International, Inc. Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Kronos International, Inc., a Delaware
corporation (the "Company"), in connection with the public offering of
(euro)90,000,000 aggregate principal amount of the Company's 8 7/8% Senior
Secured Notes due 2009 (the "Exchange Notes"). The Exchange Notes are to be
issued pursuant to an exchange offer (the "Exchange Offer") in exchange for like
principal amounts of the issued and outstanding 8 7/8% Senior Secured Notes due
2009 of the Company issued on November 26, 2004 (the "Original Notes") under an
Indenture, dated as of June 28, 2002 (the "Indenture"), by and among the Company
and The Bank of New York, as Trustee (the "Trustee"), as contemplated by the
Registration Rights Agreement, dated as of November 26, 2004 (the "Registration
Rights Agreement"), between the Company and Deutsche Bank AG London.
This opinion is being furnished 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, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-4 as filed with the Securities and Exchange Commission (the
"Commission") under the Act on the date hereof (the "Registration Statement");
(ii) an executed copy of the Registration Rights Agreement; (iii) an executed
copy of the Indenture; (iv) the Certificate of Incorporation of the Company; (v)
the Bylaws, as amended, of the Company, as currently in effect; (vi) certain
resolutions of the Board of Directors of the Company relating to the
Registration Rights Agreement, the Exchange Offer, the issuance of the Original
Notes and the Exchange Notes, the Indenture and related matters; (vii) the Form
T-1 of the Trustee; (viii) the form of the Exchange Notes and (ix) such other
documents as we have deemed necessary or appropriate as a basis for the opinions
set forth herein. We have also examined originals or copies, certified or
Kronos International, Inc.
March 30, 2005
Page 2
otherwise identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of officers or
other representatives of the Company and such other statements, documents,
certificates and corporate or other records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. In making our
examination of executed documents, we have assumed that the parties thereto,
other than the Company, 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 the validity and binding effect
on such parties. As to any facts material to the opinions expressed herein which
were not independently established or verified, we have relied upon oral or
written statements and representations of the Company and others.
The opinions set forth herein are subject to the qualification that we are
admitted to practice law in the State of Texas and we express no opinion as to
laws other than the law of the State of Texas and the federal law of the United
States of America.
Based upon the foregoing and subject to the limitations, qualifications,
exceptions and assumptions set forth herein, we are of the opinion that:
When (i) the Registration Statement, including any amendments thereto,
becomes effective under the Act, and (ii) the Exchange Notes (in the form
examined by us) have been duly executed and authenticated in accordance with the
terms of the Indenture and have been issued and delivered upon consummation of
the Exchange Offer against receipt of Original Notes surrendered in exchange
therefor in accordance with the terms of the Exchange Offer, the Exchange Notes
will constitute valid and binding obligations of the Company, entitled to the
benefits of the Indenture, and enforceable against the Company in accordance
with their terms, except that (A) the enforcement thereof may be subject to or
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 such enforceability is considered in a proceeding at law or in equity)
and (B) the waiver included in Section 4.6 of the Indenture may be
unenforceable.
In rendering the opinions set forth above, we have assumed that the
execution and delivery by the Company of the Indenture and the Exchange Notes
and the performance by the Company of its obligations thereunder do not and will
not violate, conflict with or constitute a default under any agreement or
instrument to which the Company or any of its properties is subject, except for
those agreements and instruments governed by the laws of the United States or
any state thereof that have been identified to us by the Company as being
material to it and that have been filed as exhibits to the Registration
Statement.
We have also assumed that the choice of New York law to govern the
Indenture is a valid and effective provision under the laws of other applicable
jurisdictions.
Kronos International, Inc.
March 30, 2005
Page 3
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the prospectus that is filed as part
of the Registration Statement. In giving this consent, we do not thereby admit
that we are "experts" within the meaning of Section 11 of the Act or 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,
LOCKE LIDDELL & SAPP LLP
By: /s/ Don M. Glendenning
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Don M. Glendenning