Attached files
file | filename |
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EX-4.2 - EX-4.2 - Celanese Corp | d82124exv4w2.htm |
EX-4.1 - EX-4.1 - Celanese Corp | d82124exv4w1.htm |
EX-4.3 - EX-4.3 - Celanese Corp | d82124exv4w3.htm |
EX-99.1 - EX-99.1 - Celanese Corp | d82124exv99w1.htm |
EX-10.1 - EX-10.1 - Celanese Corp | d82124exv10w1.htm |
8-K - FORM 8-K - Celanese Corp | d82124e8vk.htm |
Exhibit 5.1
Gibson, Dunn & Crutcher LLP | ||
200 Park Avenue | ||
New York,NY 10166-0193 | ||
Tel 212.351.4000 | ||
www.gibsondunn.com |
May 6, 2011
Celanese Corporation
Celanese US Holdings LLC
1601 West LBJ Freeway
Dallas, Texas 75234
Celanese US Holdings LLC
1601 West LBJ Freeway
Dallas, Texas 75234
Re: Celanese Corporation
Celanese US Holdings LLC
5⅞% Senior Notes due 2021
Celanese US Holdings LLC
5⅞% Senior Notes due 2021
Ladies and Gentlemen:
We have acted as counsel to Celanese US Holdings LLC, a Delaware limited liability company (the
Company), its parent, Celanese Corporation, a Delaware corporation (the Parent
Guarantor) and certain of its subsidiaries listed on Annex A hereto (together with the Parent
Guarantor, the Guarantors) in connection with the preparation and filing with the
Securities and Exchange Commission (the Commission) of a Registration Statement on Form
S-3, file no. 333-173822 (the Registration Statement), under the Securities Act of 1933,
as amended (the Securities Act), the prospectus included therein, the prospectus
supplement, dated May 2, 2011, filed with the Commission on May 3, 2011 pursuant to Rule 424(b)(5)
of the Securities Act (the Prospectus Supplement), and the offering by the Company
pursuant thereto of $400,000,000 aggregate principal amount of the Companys 5⅞% Senior Notes due
2021 (the Notes).
The Notes have been issued pursuant to the Indenture (the Base Indenture) dated as of May
6, 2011, among the Company, the Parent Guarantor and Wells Fargo Bank, National Association, as
Trustee (the Trustee), as modified by the Supplemental Indenture relating to the Notes
(together with the Base Indenture, the Indenture) dated as of May 6, 2011, among the
Company, the Guarantors and the Trustee, and are guaranteed pursuant to the terms of the Indenture
and the notation endorsed on the Notes by the Guarantors (collectively, the Guarantees).
In arriving at the opinions expressed below, we have examined originals, or copies certified or
otherwise identified to our satisfaction as being true and complete copies of the originals, of the
Base Indenture, the Supplemental Indenture and the Notes and, as applicable, the Guarantees and
such other documents, corporate records, certificates of officers of the
Company and the Guarantors and of public officials and other instruments as we have deemed
necessary or advisable to enable us to render these opinions. In our examination, we have assumed,
without independent investigation, the genuineness of all signatures, the legal capacity and
competency of all natural persons, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as copies. As to any
facts material to these opinions, we have relied to the extent we deemed
Brussels
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Orange County Palo Alto Paris San Francisco Sao Paulo Singapore Washington ,D.C.
May 6, 2011
Page 2
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appropriate and without independent investigation upon statements and representations of
officers and other representatives of the Company and the Guarantors and others.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and
limitations set forth herein, we are of the opinion that the Notes are legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their respective
terms, and the Guarantees of the Notes are legal, valid and binding obligations of the Guarantors
obligated thereon, enforceable against such Guarantors in accordance with their respective terms.
The opinions expressed above are subject to the following additional exceptions, qualifications,
limitations and assumptions:
A. We render no opinion herein as to matters involving the laws of any jurisdiction other than
the State of New York, the State of Texas and the United States of America and to the extent
relevant for our opinions herein, the Delaware General Corporation Law and the Delaware Limited
Liability Company Act. This opinion is limited to the effect of the current state of the laws of
the State of New York, the State of Texas and the United States of America and the Delaware General
Corporation Law and the Delaware Limited Liability Company Act and the facts as they currently
exist. We assume no obligation to revise or supplement this opinion in the event of future changes
in such laws or the interpretations thereof or such facts.
B. The opinions above are subject to (i) the effect of any bankruptcy, insolvency,
reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of
creditors generally, including without limitation the effect of statutory or other laws regarding
fraudulent transfers or preferential transfers and (ii) general principles of equity, including
without limitation concepts of materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance, injunctive relief or other equitable remedies
regardless of whether enforceability is considered in a proceeding in equity or at law.
C. We express no opinion regarding the effectiveness of (i) any waiver of stay, extension or
usury laws or of unknown future rights, (ii) provisions relating to indemnification, exculpation or
contribution, to the extent such provisions may be held unenforceable as contrary to public policy
or federal or state securities laws, (iii) any provision that would require payment of any
unamortized original issue discount (including any original issue discount effectively created by
payment of a fee), (iv) any purported
May 6, 2011
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fraudulent transfer savings clause, (v) any provision waiving the right to object to venue in any
court, (vi) any agreement to submit to the jurisdiction of any Federal court or (vii) any waiver of
the right to jury trial.
We consent to the filing of this opinion as an exhibit to the Companys Current Report on Form 8-K,
and we further consent to the use of our name under the caption Validity of the Securities in the
Registration Statement and under the caption Legal Matters in the Prospectus Supplement. In
giving these consents, we do not thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
ANNEX A
Guarantors
Guarantor | State of Formation | |
Celanese Acetate LLC
|
Delaware | |
Celanese Americas LLC
|
Delaware | |
Celanese Chemicals, Inc.
|
Delaware | |
Celanese Fibers Operations LLC
|
Delaware | |
Celanese Global Relocation LLC
|
Delaware | |
Celanese International Corporation
|
Delaware | |
Celanese Ltd.
|
Texas | |
Celtran, Inc.
|
Delaware | |
CNA Funding LLC
|
Delaware | |
CNA Holdings LLC
|
Delaware | |
KEP Americas Engineering Plastics, LLC
|
Delaware | |
Ticona Fortron Inc.
|
Delaware | |
Ticona LLC
|
Delaware | |
Ticona Polymers, Inc.
|
Delaware |