Attached files
file | filename |
---|---|
S-1 - FORM S-1 - Alon USA Energy, Inc. | d70253sv1.htm |
EX-23.1 - EX-23.1 - Alon USA Energy, Inc. | d70253exv23w1.htm |
EX-24.1 - EX-24.1 - Alon USA Energy, Inc. | d70253exv24w1.htm |
EX-21.1 - EX-21.1 - Alon USA Energy, Inc. | d70253exv21w1.htm |
Exhibit 5.1
November 30, 2009
Alon USA Energy, Inc.
7616 LBJ Freeway, Suite 300
Dallas, Texas 75251
7616 LBJ Freeway, Suite 300
Dallas, Texas 75251
Re: | Securities Being Registered under Registration Statement on Form S-1 |
Ladies and Gentlemen:
This opinion letter is furnished to you in connection with the Registration Statement on Form
S-1 (File No. 333- ) (as amended or supplemented, the Registration
Statement) to be filed by Alon USA Energy, Inc., a Delaware corporation (the Company), pursuant
to the Securities Act of 1933, as amended (the Securities Act), for the resale of up to 6,255,313
shares (the Shares) of the Companys common stock, par value $0.01 per share (the Common
Stock), to be sold by the selling stockholder named in the Registration Statement (the Selling
Stockholder), (i) 2,579,774 of which are held by the Selling Stockholder and (ii) up to 3,675,539
of which are transferable to the Selling Stockholder by Alon Israel Oil Company, Ltd., an Israeli
limited liability company (Alon Israel), upon exercise of an outstanding option (the Option) to
acquire shares of Common Stock (the Option Shares) pursuant to the terms of the Share Exchange
Agreement entered into between Alon Israel and Africa Israel Trade and Agencies Ltd., an affiliate
of the Selling Stockholder, on September 17, 2009 (the Share Exchange Agreement).
As counsel to the Company, I am familiar with the proceedings taken and proposed to be taken
by the Company in connection with the registration for resale of the Shares. I have examined the
Share Exchange Agreement, the Registration Statement, the Companys Amended and Restated
Certificate of Incorporation, the Amended and Restated Bylaws, certain resolutions of the Companys
board of directors, and other proceedings of the Company related thereto. I have also reviewed
such documents and made such examination of law as I have deemed appropriate to give the opinions
expressed below.
In such examination, I have assumed the genuineness of all signatures and the authenticity of all
items submitted to me as originals and the conformity with originals of all items submitted to me
as copies; the legal capacity of all natural persons; and that all applicable fiduciary duties have
been complied with. In making my examination of documents executed by parties other than the
Company, I have assumed (i) that each other party has the power and authority, the capacity, to
execute and deliver, and to perform and observe the provisions of, such documents, (ii) the due
authorization by each such party of all requisite action and the due execution and delivery of such
documents by each such party, and (iii) that such documents constitute the legal, valid and binding
obligations of each such party. As to any facts material to the opinions expressed herein,
I have relied upon statements and representations of officers and other representatives of the
Company and public officials, and have conducted no special investigation of factual matters in
connection with this opinion.
My examination of matters of law in connection with the opinion expressed herein has been
limited to the General Corporation Law of the State of Delaware, including the applicable
provisions of the Delaware Constitution and the reported judicial decisions interpreting such law.
I express no opinion with respect to the laws of any other jurisdiction.
Based on the foregoing, I am of the opinion that the Shares (excluding the Option Shares) have
been duly authorized and validly issued, and are fully paid and non-assessable and, assuming a
sufficient number of duly authorized and validly issued shares of Common Stock are held by Alon
Israel for transfer to the Selling Stockholder when the Option is exercised, if, as and when the
Option Shares are delivered by Alon Israel pursuant to the terms of the Share Exchange Agreement,
the Option Shares will be validly issued, fully paid and non-assessable.
I hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement
and to the reference to myself under the caption Legal Matters in the prospectus constituting a
part of the Registration Statement. In giving such consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities Act or the rules
and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Harlin R. Dean, Jr.
Harlin R. Dean, Jr.
Senior Vice President, General Counsel and
Secretary
Senior Vice President, General Counsel and
Secretary