OPINION LETTER
Published on
Exhibit 5
[COMPANY LETTERHEAD]
May 3, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the "Registration
Statement") filed by Kaiser Aluminum Corporation, a Delaware corporation (the
"Company"), with the Securities and Exchange Commission relating to the issuance
of 5,500,000 shares of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), pursuant to the Kaiser 1997 Omnibus Stock Incentive Plan (the
"Plan").
In connection therewith, I have reviewed copies of the Restated Certificate of
Incorporation and Amended and Restated By-Laws of the Company and the
Registration Statement and I have reviewed such documents and records of the
Company as I have deemed necessary to enable me to express an opinion on the
matters covered hereby, and I have also examined and relied upon
representations, statements or certificates of public officials and officers and
representatives of the Company. Based on the foregoing, I am of the opinion that
the shares of Common Stock of the Company to be issued pursuant to the Plan,
when issued in compliance with such plan, will be validly issued, fully-paid and
non-assessable.
I hereby consent to the use of this opinion as an Exhibit to the Registration
Statement. In giving this consent, I do not thereby admit that I am within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
I am delivering this opinion to the Company, and no person other than the
Company may rely upon it.
Very truly yours,
/s/ J. Kent Friedman
J. Kent Friedman
Senior Vice President and General Counsel
Kaiser Aluminum Corporation