Attached files
file | filename |
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S-1/A - FORM S-1/A - LYONDELL CHEMICAL CO | h83119a1sv1za.htm |
EX-5.2 - EX-5.2 - LYONDELL CHEMICAL CO | h83119a1exv5w2.htm |
EX-23.5 - EX-23.5 - LYONDELL CHEMICAL CO | h83119a1exv23w5.htm |
EX-12.1 - EX-12.1 - LYONDELL CHEMICAL CO | h83119a1exv12w1.htm |
EX-23.4 - EX-23.4 - LYONDELL CHEMICAL CO | h83119a1exv23w4.htm |
EX-23.3 - EX-23.3 - LYONDELL CHEMICAL CO | h83119a1exv23w3.htm |
Exhibit 5.1
Cadwalader, Wickersham & Taft LLP | ||
One World Financial Center, New York, NY 10281 | ||
Tel +1 212 504 6000 Fax +1 212 504 6666 | ||
www.cadwalader.com | ||
New York London Charlotte Washington | ||
Houston Beijing Hong Kong Brussels |
August 16, 2011
LyondellBasell Industries N.V.
Lyondell Chemical Company
1221 McKinney Street
Suite 700
Houston, Texas 77010
Lyondell Chemical Company
1221 McKinney Street
Suite 700
Houston, Texas 77010
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as special New York counsel to the Opinion Parties (as defined below) in
connection with the issuance by Lyondell Chemical Company, a Delaware corporation (the
Company, together with the guarantors (the Guarantors) listed on the
Registration Statement referred to below, the Opinion Parties) of the Companys 11%
Senior Secured Notes due 2018 (the Notes) pursuant to the terms of the Indenture
(including the Guarantees provided therein), dated as of April 30, 2010 (the Indenture),
among the Company, LyondellBasell Industries N.V., a naamloze vennootschap (a public limited
liability company) formed under the laws of The Netherlands, the guarantors named therein and Wells
Fargo Bank, National Association, as trustee. This letter is being delivered at the request of the
Company in connection with the filing of the Companys registration statement on Form S-1 (the
Registration Statement) filed with the Securities and Exchange Commission (the
Commission) pursuant to the Securities Act of 1933, as amended, for the registration of
the Companys resale by certain holders thereof of up to $602,833,016 of the Notes. Capitalized
terms used herein but not defined herein have the respective meanings given them in the Indenture.
In rendering the opinions set forth below, we have examined and relied upon the originals,
copies or specimens, certified or otherwise identified to our satisfaction, of the Transaction
Documents (as defined below) and such certificates, corporate and public records, agreements and
instruments and other documents, including, among other things, the documents delivered on the date
hereof, as we have deemed appropriate as a basis for the opinions expressed below. In such
examination we have assumed the genuineness of all signatures, the authenticity of all documents,
agreements and instruments submitted to us as originals, the conformity to original documents,
agreements and instruments of all documents, agreements and instruments submitted to us as copies
or specimens, the authenticity of the
originals of such documents, agreements and instruments submitted to us as copies or specimens
and the accuracy of the matters set forth in the documents, agreements and instruments we reviewed.
As to matters of fact relevant to the opinions expressed herein, we have relied upon, and assumed
the accuracy of, the representations and warranties contained in the Transaction Documents and we
have relied upon certificates and oral or written statements and other information obtained from
each Opinion Party, the other parties to the transaction referenced herein, and public officials.
Except as expressly set forth herein, we have not undertaken any independent investigation
(including, without limitation, conducting any review, search or investigation of any public files,
records or dockets) to determine the existence or absence of the facts that are material to our
opinions, and no inference as to our knowledge concerning such facts should be drawn from our
reliance on the representations of each Opinion Party in connection with the preparation and
delivery of this letter.
In particular, we have examined and relied upon:
1. the Indenture;
2. the Notes; and
3. Officers Certificates dated the date hereof delivered by the Opinion Parties.
Items 1 and 2 above are referred to in this letter as the Transaction Documents.
We have also assumed (x) the legal capacity of all natural persons and (y) (except to the
extent expressly opined on herein and except with respect to the Opinion Parties) that all
documents, agreements and instruments have been duly authorized, executed and delivered by all
parties thereto, that all such parties are validly existing and in good standing under the laws of
their respective jurisdictions of organization, that all such parties had the power and legal right
to execute and deliver all such documents, agreements and instruments, and that such documents,
agreements and instruments are legal, valid and binding obligations of such parties, enforceable
against such parties in accordance with their respective terms. As used herein, to our
knowledge, known to us or words of similar import mean the actual knowledge, without independent
investigation, of any lawyer in our firm actively involved in the transactions contemplated by the
Transaction Documents. The opinions expressed below are limited to the laws of the State of New
York.
Based upon and subject to the foregoing, we are of the opinion that:
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1. The Notes constitute legal, valid and binding agreements of the Company, enforceable
against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium, receivership or other similar laws relating to
or affecting creditors rights generally, and to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity), and except that the enforcement
of rights with respect to indemnification and contribution obligations and provisions (a)
purporting to waive or limit rights to trial by jury, oral amendments to written agreements or
rights of set-off, (b) relating to submission to jurisdiction, venue or service of process or (c)
purporting to prohibit, restrict or condition the assignment of, or the grant of a security
interest in, rights under any Note, or property subject thereto, may be limited by applicable law
or considerations of public policy.
2. Each Guarantee constitutes a legal, valid and binding agreement of each Guarantor that is a
party thereto, enforceable against such Guarantor in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, receivership
or other similar laws relating to or affecting creditors rights generally, and to general
principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity), and except that the enforcement of rights with respect to indemnification and contribution
obligations and provisions (a) purporting to waive or limit rights to trial by jury, oral
amendments to written agreements or rights of set-off, (b) relating to submission to jurisdiction,
venue or service of process or (c) purporting to prohibit, restrict or condition the assignment of,
or the grant of a security interest in, rights under any Guarantee, or property subject thereto,
may be limited by applicable law or considerations of public policy.
We hereby consent to the filing of this letter as an exhibit to the Companys Registration
Statement, as it relates to the Notes and the Guarantees, and to the reference to Cadwalader,
Wickersham & Taft LLP and the discussion of our opinions set forth in this letter under the
headings Legal Matters in the Prospectus. This consent is not to be construed as an admission
that we are a person whose consent is required to be filed with the Registration Statement under
the provisions of the Securities Act of 1933, as amended.
In addition, we disclaim any obligation to update this letter for changes in fact or law, or
otherwise.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft LLP
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