Attached files
file | filename |
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EX-4.1 - EX-4.1 - RTI INTERNATIONAL METALS INC | l41346exv4w1.htm |
EX-4.2 - EX-4.2 - RTI INTERNATIONAL METALS INC | l41346exv4w2.htm |
EX-1.1 - EX-1.1 - RTI INTERNATIONAL METALS INC | l41346exv1w1.htm |
8-K - FORM 8-K - RTI INTERNATIONAL METALS INC | l41346e8vk.htm |
Exhibit 5.1
[Buchanan Ingersoll & Rooney PC letterhead]
December 14, 2010
RTI International Metals, Inc.
Westpointe Corporate Center One
155 Coraopolis Heights Road, Fifth Floor
Pittsburgh, Pennsylvania 15108
Westpointe Corporate Center One
155 Coraopolis Heights Road, Fifth Floor
Pittsburgh, Pennsylvania 15108
Re: Prospectus Supplement Filed Pursuant to 424(b)(5) Filed by RTI International Metals, Inc.
Ladies and Gentlemen:
We have acted as special counsel to RTI International Metals, Inc, an Ohio corporation (the
Corporation) and RMI Titanium Company, Extrusion Technology Corporation of America, RTI
Finance Corp. and RTI Martinsville, Inc., each an Ohio corporation and wholly-owned subsidiary of
the Corporation (the Subsidiary Guarantors), in connection with the offering by the
Corporation of up to an aggregate of $230,000,000 principal amount of the Companys 3.000%
Convertible Senior Notes due 2015 (the Notes), which amount includes $30,000,000 of Notes
subject to over-allotment, which are initially convertible into 6,404,902 shares of the Common
Stock, par value $0.01 per share, of the Company (the Shares, and together with the
Notes, the Securities), and the guarantee of the Notes (the Guarantees) by the
Subsidiary Guarantors, pursuant to an effective Registration Statement on Form S-3 (File No.
333-171034) (the Registration Statement) filed with the Securities and Exchange
Commission (the Commission) under the Securities Act of 1933, as amended (the
Act), the prospectus included within the Registration Statement (the Base
Prospectus), and the prospectus supplement dated December 8, 2010 filed with the Commission
pursuant to Rule 424(b) of the Rules and Regulations of the Act (the Prospectus
Supplement). (The Base Prospectus and Prospectus Supplement are collectively referred to as
the Prospectus). The Notes and the Guarantees will be issued pursuant to the Senior Debt
Indenture to be dated on or about the date of the issuance of the Notes and the Guarantee of the
Notes thereunder, between the Company and the Bank of New York Mellon Trust Company, N.A., as
Trustee (as defined therein), the form of which is filed as Exhibit 4.8 to the Registration
Statement (the Indenture), and a First Supplemental Indenture (the Supplemental
Indenture) to be entered into between the Company, the Guarantors and Bank of New York Mellon
Trust Company, N.A., as Trustee, on the date of issuance of the Notes and the Guarantee of the
Notes.
In connection with rendering the opinions set forth below, we have examined and relied upon
the Registration Statement and Prospectus, the form of Indenture and Supplemental Indenture, the
Underwriting Agreement dated December 8, 2010, among the Corporation, FBR Capital Markets & Co.,
and Citigroup Global Markets Inc. as representatives of the several underwriters named in Schedule
III thereto (the Underwriting Agreement), the Articles of Incorporation (the
Restated Articles) and Code of Regulations (the Regulations), as each
RTI International Metals, Inc.
December 14, 2010
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may be amended and restated, of the Corporation and each Subsidiary Guarantor, the corporate minute
books of the Corporation and the Subsidiary Guarantors as provided to us by the Corporation, and
originals or copies, certified or otherwise identified to our satisfaction, of such documents and
records and have made such investigation of fact and such examination of law as we have deemed
appropriate in order to enable us to render the opinion set forth herein.
In our examination of the documents described above, we have assumed the genuineness of all
signatures, the legal capacity of all individual signatories, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us
as copies, the authenticity of such original documents and the completeness and accuracy of all
such documents provided to us by the Corporation or the Subsidiary Guarantors. As to any facts
material to the opinion expressed herein, we have, when such facts were not independently
established, relied upon certificates of public officials and certificates, oaths, declarations and
representations of the Corporation and/or the Subsidiary Guarantors and of each of its officers,
directors and other representatives.
We have assumed that, other than with respect to the Corporation and the Subsidiary
Guarantors, all of the documents referred to in this opinion letter have been duly authorized by,
have duly executed and delivered by, and constitute the valid, binding and enforceable obligations
of, all of the parties to such documents, all of the signatories to such documents have been duly
authorized and all such parties are duly organized and validly existing and have the power and
authority (corporate or other) to execute, deliver and perform such documents.
In rendering the following opinions, we have assumed that the resolutions of the Corporations
Board of Directors authorizing the Corporation to issue, offer and sell the Notes and to issue the
Shares upon conversion of the Notes, and the resolutions of the Board of Directors of each
Subsidiary Guarantor authorizing such Subsidiary Guarantors to provide the Guarantees, will each be
in full force and effect at all times at which (i) any Securities are issued, offered or sold by
the Corporation or (ii) the Guarantees are in effect. We have further assumed that, with respect to
the Notes and the Guarantees of the Notes, (i) prior to the execution of the Indenture and the
Supplemental Indenture, the Indenture and the Supplemental Indenture will have been duly authorized
by the Corporation, the Subsidiary Guarantors and the Trustee by all necessary corporate action,
(ii) the Indenture, in substantially the form filed as Exhibit 4.8 to the Registration Statement,
will be duly executed and delivered by the Corporation, the Subsidiary Guarantors and the Trustee,
and (iii) the Supplemental Indenture will have the terms described in the Prospectus Supplement and
be duly executed and delivered by the Corporation, the Subsidiary Guarantors and the Trustee in the
form approved by the Board of Directors of the Corporation and Subsidiary the Guarantors (or duly
constituted and empowered committees thereof).
Based upon and subject to the foregoing, we are of the opinion that:
1. When the Notes have been duly executed, issued and authenticated in accordance with the
terms of the Indenture and Supplemental Indenture and delivered against payment of the
consideration therefor as provided for in the Underwriting Agreement, the Notes will have been duly
authorized by all necessary corporate action of the Corporation, and will constitute valid
RTI International Metals, Inc.
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and binding obligations of the Corporation, enforceable against the Corporation in accordance
with their terms.
2. When the Notes have been duly executed and delivered by the Company in accordance with the
terms of the Indenture and Supplemental Indenture, the Guarantees have been duly executed and
delivered by each Subsidiary Guarantor in accordance with the terms of the Indenture and
Supplemental Indenture, and the Notes have been authenticated in accordance with the terms of the
Indenture and Supplemental Indenture and delivered against payment of the consideration therefor as
provided for in the Underwriting Agreement, the Guarantees will have been duly authorized by all
necessary corporate action of the Subsidiary Guarantors , and will constitute valid and binding
obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in
accordance with their terms.
3. The Shares initially issuable upon conversion of the Notes have been authorized by all
necessary corporate actions of the Company and, when issued upon conversion of the Notes pursuant
to the terms and conditions of the Notes and the Indenture and Supplemental Indenture, will be
validly issued, fully paid and nonassessable.
Our opinion is subject to: (i) the effect of bankruptcy, insolvency, reorganization,
preference, fraudulent transfer, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or for the relief of debtors generally; (ii) the effect of general
principles of equity, whether considered in a proceeding in equity or at law (including the
possible unavailability of specific performance or injunctive relief), concepts of materiality,
reasonableness, good faith and fair dealing, and the discretion of the court before which a
proceeding is brought; (iii) the invalidity under certain circumstances under law or court
decisions of provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary to public policy; and
(iv) we express no opinion as to (a) any provision for liquidated damages, default interest,
additional interest, late charges, monetary penalties, make-whole premiums or other economic
remedies to the extent such provisions are deemed to constitute a penalty, (b) consents to, or
restrictions upon, governing law, jurisdiction, venue, arbitration, remedies, or judicial relief,
(c) the waiver of rights or defenses contained in the Indenture or Supplemental Indenture; (d) any
provision requiring the payment of attorneys fees, where such payment is contrary to law or public
policy; (e) consent to, or restrictions upon, governing law, jurisdiction, venue, service of
process, arbitration, remedies or judicial relief; and (f) the severability, if invalid, of
provisions to the foregoing effect. We express no opinion with respect to (i) advance waivers of
claims, defense, rights granted by law, or notice, opportunity for hearing, evidentiary
requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (ii)
waivers of broadly or vaguely stated rights; (iii) covenants not to compete; (iv) provisions for
exclusivity, election or cumulation of rights or remedies; (v) provisions authorizing or validating
conclusive or discretionary determinations; (vi) grants of setoff rights; (vii) proxies, powers and
trusts; and (viii) provisions prohibiting, restricting, or requiring consent to assignment or
transfer of any right or property. We express no opinion or confirmation as to federal or state
securities laws, tax laws, antitrust or trade regulation laws, insolvency or fraudulent transfer
laws, antifraud laws, compliance with fiduciary duty requirements, pension or employee benefit
laws, usury,
RTI International Metals, Inc.
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December 14, 2010
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environmental laws, margin regulations, FINRA rules or stock exchange rules (without limiting
other laws excluded by customary practice).
We express no opinion as to the law of any jurisdiction other than the federal laws of the
United States of America and the laws of the State of Ohio and the State of New York.
Please note that we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is based upon currently existing
statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you
of any change in any of these sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the SEC as Exhibit 5.1 to a Current
Report on Form 8-K and to the use of our name under the caption Legal Matters in the Prospectus
Supplement. 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 Securities Act or the rules and regulations of the
SEC.
Very Truly Yours, BUCHANAN, INGERSOLL & ROONEY PC |
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By: | /s/ Jennifer R. Minter | |||
Jennifer R. Minter | ||||
Assistant Vice President - Opinions | ||||