Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - U.S. CONCRETE, INC. | h80617asv1za.htm |
| EX-23.1 - EX-23.1 - U.S. CONCRETE, INC. | h80617aexv23w1.htm |
Exhibit 5.1
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
212-373-3000
212-757-3990
April 1, 2011
U.S. Concrete, Inc.
2925 Briarpark, Suite 1050
Houston, Texas 77042
2925 Briarpark, Suite 1050
Houston, Texas 77042
Registration Statement on Form S-1
(Registration No. 333-172917)
(Registration No. 333-172917)
Ladies and Gentlemen:
We have acted as special counsel to U.S. Concrete, Inc., a Delaware corporation (the
“Company”), in connection with the Registration Statement on Form S-1, as amended (the “Registration
Statement”), of the Company, filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the
“Rules”). You have asked us to furnish our opinion as to the legality of the securities being
registered under the Registration
| U.S. Concrete, Inc. | 2 |
Statement. The Registration Statement relates to the registration under the Act of up to
3,044,661 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the
“Common Stock”), that may be offered by certain stockholders of the Company. The Shares include
3,044,661 shares of Common Stock issuable to certain stockholders of the Company upon conversion of
the Company’s 9.5% Convertible Secured Notes due 2015.
In connection with the furnishing of this opinion, we have examined an original, or copy
certified or otherwise identified to our satisfaction, of the Registration Statement.
In addition, we have examined (i) such corporate records of the Company that we have
considered appropriate, including a copy of the certificate of incorporation, as amended, and
by-laws, as amended, of the Company, certified by the Company as in effect on the date of this
letter, and copies of resolutions of the board of directors of the Company relating to the issuance
of the Shares, certified by the Company, and (ii) such other certificates, agreements and documents
that we deemed relevant and necessary as a basis for the opinions expressed below. We have also
relied upon the factual matters contained in the representations and warranties of the Company made
in the Registration Statement and upon certificates of public officials and the officers of the
Company.
In our examination of the documents referred to above, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all individuals who have
executed any of the documents reviewed by us, the authenticity of all documents submitted to us as
originals, the conformity to the originals of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or other documents, the
authenticity of all the latter documents
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and that the statements regarding matters of fact in the certificates, records, agreements,
instruments and documents that we have examined are accurate and complete.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we
are of the opinion that the Shares have been duly authorized by all necessary corporate action on
the part of the Company and, when issued and delivered upon conversion of the Company’s
9.5% Convertible Secured Notes due 2015, the Shares will be validly issued, fully paid and
non-assessable.
The opinion expressed above is limited to the General Corporation Law of the State of
Delaware. Our opinion is rendered only with respect to the laws, and the rules,
regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to
the use of our name under the heading “Legal Matters” contained in the prospectus included in the
Registration Statement. In giving this consent, we do not thereby admit that we come within the
category of persons whose consent is required by the Act or the Rules.
Very truly yours,
/s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP