Exhibit 5.1
BAKER BOTTS L.L.P. ONE SHELL PLAZA AUSTIN
910 LOUISIANA BAKU
Exhibit 5.1 HOUSTON, TEXAS DALLAS
77002-4995 HOUSTON
713.229.1234 LONDON
FAX 713.229.1522 MOSCOW
NEW YORK
RIYADH
WASHINGTON
May 3, 2005
Westlake Chemical Corporation
2801 Post Oak Boulevard, Suite 600
Houston, Texas 77056
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by Westlake Chemical Corporation, a
Delaware corporation (the "Company"), and the subsidiary guarantors named in
Schedule I hereto (the "Subsidiary Guarantors") with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Act"), relating to securities to be issued and sold by the Company and the
Subsidiary Guarantors from time to time pursuant to Rule 415 under the Act for
an aggregate initial offering price not to exceed $750,000,000, certain legal
matters in connection with such securities are being passed upon for you by us.
Such securities include (i) unsecured senior debt securities of the Company (the
"Senior Debt Securities"), (ii) unsecured subordinated debt securities of the
Company (the "Subordinated Debt Securities" and, together with the Senior Debt
Securities, the "Debt Securities"), (iii) guarantees of the Debt Securities (the
"Subsidiary Guarantees") by the Subsidiary Guarantors, (iv) shares of preferred
stock, par value $0.01 per share, of the Company (the "Preferred Stock"), (v)
shares of common stock, par value $0.01 per share, of the Company (the "Common
Stock") and (vi) warrants to purchase any combination of Debt Securities, Common
Stock, Preferred Stock and other securities (the "Warrants"). The Debt
Securities, the Subsidiary Guarantees, the Preferred Stock, the Common Stock and
the Warrants are collectively referred to herein as the "Securities." At your
request, this opinion is being furnished to you for filing as Exhibit 5.1 to the
Registration Statement.
Each series of Debt Securities will be issued:
(i) in the case of the Senior Debt Securities, pursuant to an
indenture to be entered into among the Company, as issuer, the Subsidiary
Guarantors, as subsidiary guarantors, if applicable, and the trustee (the
"Senior Indenture"); and
(ii) in the case of the Subordinated Debt Securities, pursuant to an
indenture to be entered into among the Company, as issuer, the Subsidiary
Guarantors, as subsidiary guarantors, if applicable, and the trustee (the
"Subordinated Indenture" and, together with the Senior Indenture, the
"Indentures").
Each Indenture will be supplemented, in connection with the issuance
of each such series, by a supplemental indenture, officers' certificate or other
writing thereunder establishing the form and terms of such series.
BAKER BOTTS L.L.P.
Westlake Chemical Corporation 2 May 3, 2005
In our capacity as your counsel in the connection referred to above,
we have examined originals, or copies certified or otherwise identified, of (i)
the Amended and Restated Certificate of Incorporation and the Amended and
Restated Bylaws of the Company, each as amended to date (together, the "Charter
Documents"), (ii) the charters or bylaws or other organizational documents, as
applicable, of each of the Subsidiary Guarantors, (iii) the form of Senior
Indenture and the form of Subordinated Indenture (each as filed as an exhibit to
the Registration Statement), and (iv) the corporate records of the Company and
the Subsidiary Guarantors, certificates of public officials and of
representatives of the Company, including minute books of the Company and the
Subsidiary Guarantors as furnished to us by the Company, statutes and other
instruments and documents as a basis for the opinions hereinafter expressed. In
giving such opinions, we have relied upon certificates of officers of the
Company and of public officials with respect to the accuracy of the material
factual matters contained in such certificates. In giving the opinions below, we
have assumed that the signatures on all documents examined by us are genuine,
that all documents submitted to us as originals are accurate and complete, that
all documents submitted to us as copies are true and correct copies of the
originals thereof and that all information submitted to us was accurate and
complete. In connection with this opinion, we have assumed that:
(i) the Registration Statement and any amendments thereto (including
post-effective amendments) will have become effective under the Act;
(ii) a prospectus supplement will have been prepared and filed with
the Commission describing the Securities offered thereby;
(iii) all Securities will be offered, issued and sold in compliance
with applicable federal and state securities laws and in the manner stated
in the Registration Statement and the applicable prospectus supplement;
(iv) the Board of Directors of the Company and, if applicable, each
Subsidiary Guarantor or, to the extent permitted by the charters, bylaws or
other organizational documents and the corporation or limited partnership
laws of the jurisdiction of incorporation or organization of the Company
and, if applicable, each Subsidiary Guarantor, a duly constituted and
acting committee thereof (such Board of Directors or committee being
hereinafter referred to as the "Board") will have taken all necessary
action (corporate and other organizational) to authorize the issuance of
the Securities and any other Securities issuable on the conversion,
exchange, redemption or exercise thereof, and to authorize the terms of the
offering and sale of such Securities and related matters;
(v) a definitive purchase, underwriting or similar agreement with
respect to any Securities offered will have been duly authorized and
validly executed and delivered by the Company, the Subsidiary Guarantors,
if applicable, and the other parties thereto (the "Purchase Agreement");
BAKER BOTTS L.L.P.
Westlake Chemical Corporation 3 May 3, 2005
(vi) any securities issuable upon conversion, exchange, redemption or
exercise of any Securities being offered will be duly authorized, created
and, if appropriate, reserved for issuance upon such conversion, exchange,
redemption or exercise;
(vii) all Securities will be delivered in accordance with either (a)
the provisions of the applicable Purchase Agreement approved by the Board
upon payment of the consideration therefor provided for therein or (b) upon
conversion, exchange, redemption or exercise of any other Security, in
accordance with the terms of such Security or the instrument governing such
Security providing for such conversion, exchange, redemption or exercise as
approved by the Board, for the consideration approved by the Board;
(viii) in the case of shares of Common Stock or Preferred Stock,
certificates representing such shares will have been duly executed,
countersigned, registered and delivered, or if uncertificated, valid
book-entry notations will have been made in the share register of the
Company, in each case in accordance with the provisions of the Charter
Documents; there will be sufficient shares of Common Stock or Preferred
Stock authorized under the Charter Documents and not otherwise issued or
reserved for issuance; and the purchase price therefor payable to the
Company, or, if such shares are issuable on the conversion, exchange,
redemption or exercise of another Security, the consideration payable to
the Company for such conversion, exchange, redemption or exercise will not
be less than the par value of such shares;
(ix) in the case of shares of Preferred Stock of any series, the Board
will have taken all necessary corporate action to designate and establish
the terms of such series and will have caused a certificate of designations
respecting such series to be prepared and filed with the Secretary of State
of the State of Delaware;
(x) in the case of Warrants, the Board will have taken all necessary
corporate action to authorize the creation of and the terms of such
Warrants and the issuance of the Securities to be issued pursuant thereto
and to approve the warrant agreement relating thereto; such warrant
agreement will have been duly executed and delivered by the Company and the
warrant agent thereunder appointed by the Company; neither such Warrants
nor such warrant agreement will include any provision that is
unenforceable; and such Warrants or certificates representing such Warrants
will have been duly executed, countersigned, registered and delivered in
accordance with the provisions of such warrant agreement; and
(xi) in the case of Debt Securities of any series issuable under an
Indenture:
(a) if such Debt Securities are Senior Debt Securities, an
indenture substantially in the form of the Senior Indenture will have
been duly executed and delivered by the Company, the Subsidiary
Guarantors, as applicable, and the trustee thereunder;
BAKER BOTTS L.L.P.
Westlake Chemical Corporation 4 May 3, 2005
(b) if such Debt Securities are Subordinated Debt Securities, an
indenture substantially in the form of the Subordinated Indenture will
have been duly executed and delivered by the Company, the Subsidiary
Guarantors, as applicable, and the trustee thereunder;
(c) the Board will have taken all necessary corporate action to
designate and establish the terms of such series of Debt Securities in
accordance with the terms of the Indenture under which such Debt
Securities will be issued, and such Debt Securities will not include
any provision that is unenforceable;
(d) the Indenture under which such Debt Securities will be issued
will have become qualified under the Trust Indenture Act of 1939, as
amended; and
(e) Debt Securities complying with the terms of the Indenture
under which such Debt Securities will be issued will have been duly
executed, authenticated, issued and delivered in accordance with the
provisions of such Indenture.
On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications hereinafter set forth, we are of the opinion
that:
1. The shares of Common Stock and Preferred Stock included in the
Securities will, when issued, have been duly authorized and validly issued
and will be fully paid and nonassessable.
2. The Debt Securities and any Subsidiary Guarantees included in the
Securities will, when issued, constitute legal, valid and binding
obligations of the Company and the Subsidiary Guarantors, respectively,
enforceable against the Company and the Subsidiary Guarantors,
respectively, in accordance with their respective terms, except as the
enforceability thereof is subject to (i) any applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or conveyance
or other laws relating to or affecting creditors' rights generally, and
(ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law).
3. The Warrants included in the Securities will, when issued, have
been duly authorized and validly issued.
BAKER BOTTS L.L.P.
Westlake Chemical Corporation 5 May 3, 2005
The opinions set forth above are limited in all respects to matters of
the contract law of the State of New York, the General Corporation Law of the
State of Delaware and applicable federal law. We hereby consent to the filing of
this opinion with the Commission as Exhibit 5.1 to the Registration Statement.
We also consent to the reference to our Firm under the heading "Legal Opinions"
in the prospectus forming a part of the Registration Statement. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.
Very truly yours,
/s/ Baker Botts L.L.P.
SCHEDULE I
SUBSIDIARY GUARANTORS
Jurisdiction of Incorporation
Name or Organization
---- -----------------------------
Geismar Holdings, Inc. Delaware
Geismar Vinyls Company LP Delaware
GVGP, Inc. Delaware
North American Bristol Corporation Delaware
North American Pipe Corporation Delaware
North American Profiles, Inc. Delaware
Van Buren Pipe Corporation Delaware
Westech Building Products, Inc. Delaware
Westlake Chemical Holdings, Inc. Delaware
Westlake Chemical Investments, Inc. Delaware
Westlake Chemical Manufacturing, Inc. Delaware
Westlake Chemical Products, Inc. Delaware
Westlake Development Corporation Delaware
Westlake International Corporation Delaware
Westlake Management Services, Inc. Delaware
Westlake Olefins Corporation Delaware
Westlake Petrochemicals LP Delaware
Westlake Polymers LP Delaware
Westlake PVC Corporation Delaware
Westlake Resources Corporation Delaware
Westlake Styrene LP Delaware
Westlake Vinyl Corporation Delaware
Westlake Vinyls, Inc. Delaware
WPT LP Delaware