EX-5.1
Published on
Exhibit 5.1
[LETTERHEAD OF JONES DAY]
November 10, 2010
Kaiser Aluminum Corporation
27422 Portola Parkway, Suite 200
Foothill Ranch, California 92610
27422 Portola Parkway, Suite 200
Foothill Ranch, California 92610
| Re: | Registration Statement on Form S-8 Filed by Kaiser Aluminum Corporation |
Ladies and Gentlemen:
We have acted as counsel for Kaiser Aluminum Corporation, a Delaware corporation (the
“Company”), in connection with the Kaiser Aluminum Corporation Amended and Restated 2006 Equity and
Performance Incentive Plan (as amended and restated effective as of June 8, 2010, the “Plan”),
including an increase of 500,000 additional shares (the “Shares”) of common stock, par value $0.01
per share, of the Company that may be issued or delivered and sold pursuant to the Plan. In
connection with the opinion expressed herein, we have examined such documents, records and matters
of law as we have deemed relevant or necessary for purposes of this opinion. Based on the
foregoing, and subject to the further limitations, qualifications and assumptions set forth herein,
we are of the opinion that the Shares that may be issued or delivered and sold pursuant to the Plan
and the authorized forms of stock option, restricted stock or other applicable award agreements
thereunder will be, when issued or delivered and sold in accordance with such Plan and agreements,
validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at
least equal to the stated par value thereof.
The opinion expressed herein is limited to the General Corporation Law of the State of
Delaware, including the applicable provisions of the Delaware Constitution and the reported
judicial decisions interpreting such law, in each case as currently in effect, and we express no
opinion as to the effect of the laws of any other jurisdiction. In addition, we have assumed that
the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the
Plan and the applicable award agreements will be in full force and effect at all times at which
such Shares are issued or delivered or sold by the Company, and the Company will take no action
inconsistent with such resolutions.
In rendering the opinion above, we have assumed that each award under the Plan will be
approved by the Board of Directors of the Company or an authorized committee of the Board of
Directors.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement
on Form S-8 filed by the Company to effect registration of the Shares to be issued or delivered and
sold pursuant to the Plan under the Securities Act of 1933 (the “Act”). 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 Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Jones Day