Exhibit 5.1
Locke Liddell & Sapp LLP
Attorneys & Counselors
2200 Ross Avenue (214) 740-8000
Suite 2200 Fax: (214) 740-8800
Dallas, Texas 75201-6776 www.lockeliddell.com
Austin o Dallas o Houston o New Orleans
Direct Number: (214) 740-8623
email: dglendenning@lockeliddell.com
June 3, 2005
Kronos International, Inc.
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240
Re: Kronos International, Inc. Registration Statement on Form S-4
(Registration No. 333-123680)
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?% 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?% 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 (Registration No. 333-123680) 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 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.
We are admitted to the bar in the State of Texas, and we do not express any
opinion as to the laws of any other jurisdiction other than the federal laws of
the United States of America, the General Corporation Law of the State of
Delaware, the Business Corporation Law of the State of New York, the statutory
provisions of Delaware and New York law, applicable provisions of the Delaware
and New York Constitutions and reported judicial decisions interpreting those
laws, and we express no opinion as to the effect of any other laws on the
opinions stated herein. We are not admitted to the practice of law in the States
of Delaware and New York and any opinion herein as to the laws of such state are
based solely upon the latest unofficial compilation of the corporate statutes
and case law of such state available to us.
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 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)
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 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