OPINION OF KRAMER, LEVIN
Published on
EXHIBIT 5.1
KRAMER, LEVIN, NAFTALIS, NESSEN
KAMIN & FRANKEL
February 8, 1994
Kaiser Aluminum Corporation
5847 San Felipe
Suite 2600
Houston, Texas 77057
Ladies and Gentlemen:
We refer to the registration statement on Form S-3 (Reg. No. 33-51391), as
amended (the "Registration Statement"), filed by Kaiser Aluminum Corporation, a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") relating to the offer and sale by the Company of
Preferred Redeemable Increased Dividend Equity Securities, % PRIDES,
Convertible Preferred Stock, par value of $.05 per share (the "PRIDES"). Unless
otherwise specifically provided herein, capitalized terms used herein shall have
the meanings ascribed to them in the Registration Statement.
In the connection with the foregoing, we have examined originals,
photocopies or conformed copies of all such corporate records, agreements,
instruments and documents of the Company, certificates of public officials and
other certificates and opinions, and have made such other investigations as we
have deemed necessary for the purpose of rendering the opinion set forth herein.
We have relied, without independent investigation or verification, upon
statements and representations of representatives of the Company, certificates
of officers of the Company and certificates of public officials. In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the originals
of all copies submitted to us as conformed copies or photocopies, and the
authenticity of the originals of such latter documents.
Based upon and subject to the foregoing, we are of the opinion that (i)
upon designation of the preferences and relative, participating, optional and
other special rights, qualifications, limitations or restrictions and other
terms of the PRIDES by the Board of Directors of the Company or by a duly
authorized committee thereof, and upon the filing with the Secretary of State of
the State of Delaware of a Certificate of Designations relating to the PRIDES
(the "Certificate of Designations"), the PRIDES, when issued, sold and delivered
in the manner contemplated by the Registration Statement, will be validly
issued, fully paid and non-assessable and (ii) the Common Stock issuable upon
conversion or redemption of the PRIDES referred to in clause (i), when issued
and delivered upon such conversion or redemption in the manner provided in the
Certificate of Designations, will be validly issued, fully paid and
non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" in the prospectus that forms a part thereof. In giving this consent, we
do not thereby admit that we are 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 Commission thereunder.
Ezra G. Levin, a director of the Company, Kaiser Aluminum & Chemical
Corporation, MAXXAM Group Inc., and MAXXAM Inc., and a trustee of Federated
Development Company, is a member of our firm.
We are delivering this opinion to the Company, and no person other than the
Company may rely upon it.
Very truly yours,
/s/ Kramer, Levin, Naftalis, Nessen,
Kamin & Frankel
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KRAMER, LEVIN, NAFTALIS, NESSEN,
KAMIN & FRANKEL