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8-K - 8-K - WORTHINGTON INDUSTRIES INCd412120d8k.htm
EX-99.2 - EX-99.2 - WORTHINGTON INDUSTRIES INCd412120dex992.htm
EX-99.1 - EX-99.1 - WORTHINGTON INDUSTRIES INCd412120dex991.htm
EX-12.1 - EX-12.1 - WORTHINGTON INDUSTRIES INCd412120dex121.htm
EX-4.2 - EX-4.2 - WORTHINGTON INDUSTRIES INCd412120dex42.htm
EX-1.1 - EX-1.1 - WORTHINGTON INDUSTRIES INCd412120dex11.htm

Exhibit 5.1

 

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Vorys, Sater, Seymour and Pease LLP

Legal Counsel

  

52 East Gay Street

P.O. Box 1008

Columbus, Ohio 43216-1008

 

614.464.6400 | www.vorys.com

 

Founded 1909

July 28, 2017

Worthington Industries, Inc.

200 Old Wilson Bridge Road

Columbus, Ohio 43085

 

Re: Worthington Industries, Inc. $200,000,000 Aggregate Principal Amount of 4.300% Notes Due 2032

Ladies and Gentlemen:

We have acted as counsel to Worthington Industries, Inc., an Ohio corporation (the “Company”), in connection with the registration, pursuant to the Registration Statement on Form S-3 (File No. 333-219349) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of the offering and sale by the Company of $200,000,000 aggregate principal amount of the Company’s 4.300% Notes due 2032 (the “Notes”).

The Notes will be issued under an Indenture (the “Base Indenture”), dated as of April 13, 2010, between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), dated as of July 28, 2017, between the Company and the Trustee. The sale of the Notes will be made pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”), dated July 25, 2017, between the Company and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters (the “Underwriters”) named in the Underwriting Agreement.

As such counsel, in rendering the opinion expressed below, we have reviewed originals or copies of the following documents: (i) the Registration Statement; (ii) the prospectus dated July 19, 2017, forming a part of the Registration Statement (the “Prospectus”), as supplemented by the definitive prospectus supplement dated July 25, 2017 relating to the Notes (the “Prospectus Supplement”); (iii) the Underwriting Agreement; (iv) the Indenture; (v) the form of the Notes; and (vi) such certificates, statements and results of inquiries of public officials and officers and representatives of the Company and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates and instruments, in each case as we have deemed necessary or appropriate to enable us to render the opinion expressed herein. In our review, we have assumed the genuineness of all signatures on all documents examined by us, the authority of all individuals entering and maintaining records, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals, the conformity to original documents of all copies of such original documents submitted to us and the authenticity of such original documents. We have further assumed, as to matters of fact, the truthfulness of the representations made in certificates of public officials and of officers of the Company.

Subject to the foregoing and the other matters and assumptions set forth herein, we are of the opinion that, when the Indenture has been duly authorized, executed and delivered by the Trustee and the Company and when the Notes have been duly executed by the Company and authenticated by the Trustee in accordance with the terms of the Indenture and issued and delivered to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, the Notes will constitute legal, valid and binding obligations of the Company.

The foregoing opinion is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, receivership, moratorium or other

 

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     Legal Counsel

July 28, 2017

Page 2

 

similar laws (including judicially developed documents doctrines with respect to such laws) now or hereafter in effect relating to or affecting the rights and remedies of creditors generally; (ii) the effect of general principles of equity, whether applied by a court of law or equity; (iii) the enforceability 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; (iv) the application, if any, of laws concerning (a) state securities law matters, (b) tax or tax effects or (c) environmental matters; (v) implied covenants of good faith and fair dealing; (vi) with respect to whether acceleration of the Notes may affect the collectability of any portion of the stated principal amount thereof which might be deemed to constitute unearned interest thereon; and (vii) the enforceability of the waiver of rights or defenses contained in the Indenture or the Notes.

To the extent that the obligations of the Company under the Indenture may be dependent upon such matters, we assume for purposes of this opinion that: (i) the Trustee will be duly organized, validly existing and in good standing under the laws of the Trustee’s jurisdiction of organization; (ii) the Trustee will be duly qualified to engage in the activities contemplated by the Indenture; (iii) the Indenture will be duly authorized, executed and delivered by the Trustee, will constitute the legal, valid and binding obligation of the Trustee, and will be enforceable against the Trustee in accordance with the terms of the Indenture; (iv) the Trustee will be in compliance at all applicable times, generally and with respect to acting as a Trustee under the Indenture, with all applicable laws and regulations; and (v) the Trustee will have the requisite organizational and legal power and authority to perform the Trustee’s obligations under the Indenture.

In rendering the foregoing opinion, we have assumed that: (i) the effectiveness of the Registration Statement has not been terminated or rescinded; and (ii) the Notes will be issued and sold in compliance with all applicable federal and state securities laws and in the manner contemplated by the Registration Statement, the Prospectus and the Prospectus Supplement.

The opinion expressed herein is limited to the laws of the State of Ohio and the laws of the State of New York and we express no opinion with respect to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed with the Commission on the date hereof and to the incorporation by reference of this opinion in the Registration Statement and to the reference to our firm under the caption “Certain Legal Matters” in each of the Prospectus and the Prospectus Supplement. In giving such consent, we do not thereby admit that we are included in 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/ Vorys, Sater, Seymour and Pease LLP
Vorys, Sater, Seymour and Pease LLP