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EX-23.3(A) - EX-23.3(A) - LSB INDUSTRIES INCd170813dex233a.htm
EX-23.2(A) - EX-23.2(A) - LSB INDUSTRIES INCd170813dex232a.htm
EX-21.1(A) - EX-21.1(A) - LSB INDUSTRIES INCd170813dex211a.htm
S-1 - S-1 - LSB INDUSTRIES INCd170813ds1.htm

Exhibit 5.1(a)

 

LOGO

July 13, 2016

LSB Industries, Inc.

16 South Pennsylvania Avenue

Oklahoma City, Oklahoma 73107

 

RE: Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel for LSB Industries, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the resale of up (i) up to 4,069,324 shares of our common stock, par value $0.10 per share, issued upon the exercise of warrants to purchase our common stock, which warrants were issued to the selling stockholder in connection with a private placement completed on December 4, 2015, and which were exercised on May 19, 2016 (the “Common Shares”) and (ii) up to 456,225 shares of common stock representing the shares of common stock issuable upon election pursuant to the Certificate of Designations (“Series E COD”) setting forth the rights, preferences, privileges and restrictions applicable to the Series E cumulative redeemable Class C preferred stock (“Series E Preferred”) by the holders of the Series E Preferred to redeem the Participation Rights Value (as defined in the Series E COD) in common stock (the “Participation Shares” and together with the Common Shares, the “Shares”), of the Company. The Shares are being offered and sold pursuant to a prospectus forming a part of a Registration Statement on Form S-1 under the Securities Act, originally filed with the Securities and Exchange Commission on the date hereof by the Company (such registration statement as amended and supplemented, the “Registration Statement” and the prospectus contained therein (the “Prospectus”).

In connection with this opinion, we have assumed that (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective and (ii) the Shares will be issued and sold in the manner described in the Registration Statement and the Prospectus relating thereto.

In connection with the opinion expressed herein, we have examined, among other things, (i) the Restated Certificate of Incorporation, as amended of the Company and the Amended and Restated Bylaws, as amended of the Company, (ii) the records of corporate proceedings that have occurred prior to the date hereof with respect to the Registration Statement and the Prospectus, (iii) the Registration Statement and (iv) the Prospectus. We

 

Vinson & Elkins LLP Attorneys at Law

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US 4451684v.2

  

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Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com


LOGO    LSB Industries, Inc.     July 13, 2016    Page 2

 

have also reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinion expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Common Shares have been duly authorized and are validly issued, fully paid and nonassessable.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Participation Shares initially issuable upon the election pursuant to the Series E COD by the holders of the Series E Preferred to redeem the Participation Rights Value in common stock have been duly authorized by the Company and, upon the issuance and delivery of such Participation Shares by the Company upon such election by the holders of the Series E Preferred in accordance with the terms and conditions of the Series E COD, such Participation Shares will be validly issued, fully paid and nonassessable.

The foregoing opinions are limited in all respects to the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America, and we do not express any opinions as to the laws of any other jurisdiction.

We hereby consent to the statements with respect to us under the heading “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

 

Very truly yours,
/s/ Vinson & Elkins L.L.P.