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Gencorp Inc, et al. – ‘S-4’ on 10/6/03 – EX-5.1

On:  Monday, 10/6/03, at 5:25pm ET   ·   Accession #:  1047469-3-32666   ·   File #s:  333-109518, -01, -02, -03, -04, -05, -06, -07, -08, -09

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/06/03  Gencorp Inc                       S-4                   36:3.5M                                   Merrill Corp/New/FA
          Aerojet Fine Chemicals LLC
          Aerojet Investments Ltd
          Aerojet-General Corp
          GDX Automotive Inc
          GDX LLC
          Gencorp Property Inc
          Penn International Inc
          Rko General Inc
          Aerojet Ordnance Tennessee Inc

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   1.65M 
                          Business-Combination Transaction                       
 2: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML     35K 
                          Liquidation or Succession                              
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML     59K 
11: EX-3.10     Articles of Incorporation/Organization or By-Laws   HTML     38K 
12: EX-3.11     Articles of Incorporation/Organization or By-Laws   HTML     21K 
13: EX-3.12     Articles of Incorporation/Organization or By-Laws   HTML     63K 
14: EX-3.13     Articles of Incorporation/Organization or By-Laws   HTML     29K 
15: EX-3.14     Articles of Incorporation/Organization or By-Laws   HTML     42K 
16: EX-3.15     Articles of Incorporation/Organization or By-Laws   HTML     17K 
17: EX-3.16     Articles of Incorporation/Organization or By-Laws   HTML     68K 
18: EX-3.17     Articles of Incorporation/Organization or By-Laws   HTML     34K 
19: EX-3.18     Articles of Incorporation/Organization or By-Laws   HTML     34K 
20: EX-3.19     Articles of Incorporation/Organization or By-Laws   HTML     63K 
21: EX-3.20     Articles of Incorporation/Organization or By-Laws   HTML     54K 
 4: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML     17K 
 5: EX-3.4      Articles of Incorporation/Organization or By-Laws   HTML     38K 
 6: EX-3.5      Articles of Incorporation/Organization or By-Laws   HTML     67K 
 7: EX-3.6      Articles of Incorporation/Organization or By-Laws   HTML     35K 
 8: EX-3.7      Articles of Incorporation/Organization or By-Laws   HTML     18K 
 9: EX-3.8      Articles of Incorporation/Organization or By-Laws   HTML     61K 
10: EX-3.9      Articles of Incorporation/Organization or By-Laws   HTML     35K 
22: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    580K 
23: EX-4.2      Instrument Defining the Rights of Security Holders  HTML    128K 
24: EX-5.1      Opinion re: Legality                                HTML     23K 
25: EX-5.2      Opinion re: Legality                                HTML     22K 
26: EX-10.1     Material Contract                                   HTML    117K 
27: EX-10.2     Material Contract                                   HTML     78K 
28: EX-12.1     Statement re: Computation of Ratios                 HTML     31K 
29: EX-23.1     Consent of Experts or Counsel                       HTML     16K 
30: EX-24.1     Power of Attorney                                   HTML     28K 
31: EX-25.1     Statement re: Eligibility of Trustee                HTML     53K 
32: EX-99.1     Miscellaneous Exhibit                               HTML     90K 
33: EX-99.2     Miscellaneous Exhibit                               HTML     34K 
34: EX-99.3     Miscellaneous Exhibit                               HTML     22K 
35: EX-99.4     Miscellaneous Exhibit                               HTML     18K 
36: EX-99.5     Miscellaneous Exhibit                               HTML     20K 


EX-5.1   —   Opinion re: Legality
Exhibit Table of Contents

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11st Page   -   Filing Submission
"Exhibit 5.1
"Letterhead of Jones Day] October 6, 2003
"Schedule I
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Exhibit 5.1


[Letterhead of Jones Day]

October 6, 2003

GenCorp Inc.
Highway 50 and Aerojet Road
Rancho Cordova, California 95670

Ladies and Gentlemen:

        We are acting as counsel to GenCorp Inc., an Ohio corporation (the "Company"), in connection with the proposed issuance and exchange (the "Exchange Offer") of up to $150,000,000 aggregate principal amount of the Company's Senior Subordinated Notes due 2013, registered under the Securities Act of 1933 (the "Exchange Notes") and the guarantees of the Exchange Notes (the "Exchange Guarantees" and, together with the Exchange Notes, the "Exchange Securities") by each of the subsidiaries of the Company listed on Schedule I hereto (collectively, the "Guarantors"), for an equal principal amount of the Company's outstanding Senior Subordinated Notes due 2013 (the "Outstanding Notes") and the guarantees of the Outstanding Notes by the Guarantors (the "Outstanding Guarantees" and, together with the Outstanding Notes, the "Outstanding Securities"). The Outstanding Securities have been, and the Exchange Securities will be, issued pursuant to an Indenture, dated as of August 11, 2003 ("the Indenture"), among the Company, the Guarantors and the Bank of New York as trustee (the "Trustee").

        In rendering this opinion, we have examined such documents and records, including an examination of originals or copies certified or otherwise identified to our satisfaction, and matters of law we have deemed necessary for purposes of this opinion.

        Based upon the foregoing and subject to the qualifications and limitations stated herein, we are of the opinion that:

        (1)   When the Registration Statement on Form S-4 relating to the Exchange Offer becomes effective under the Securities Act of 1933 and the Exchange Notes are executed by the Company, authenticated by the Trustee in accordance with the Indenture and delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, the Exchange Notes will be validly issued by the Company and will constitute valid and binding obligations of the Company.

        (2)   When the Registration Statement on Form S-4 relating to the Exchange Offer becomes effective under the Securities Act of 1933 and the Exchange Notes are delivered in exchange for the Outstanding Notes in accordance with the terms of the Exchange Offer, the Exchange Guarantee of each Guarantor will be validly issued by such Guarantor and will constitute a valid and binding obligation of such Guarantor.

        Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the laws of the States of New York, Ohio and California, and 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. We express no opinion with respect to any other law of the State of Delaware or any other jurisdiction.

2


        We are not admitted or qualified to practice law in the State of Tennessee. Therefore, in rendering the opinions expressed herein, we have relied solely and without independent investigation upon the opinion of Bass, Berry & Sims PLC, a copy of which has been filed as Exhibit 5.2 to the Registration Statement, with respect to matters governed by the laws of the State of Tennessee.

        We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption "Legal Matters" in the Prospectus constituting a part of the Registration Statement. 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 of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 
   
    Very truly yours,

 

 

/s/ Jones Day

3



Schedule I

Company Name

  State of Incorporation

Aerojet Fine Chemicals LLC

 

Delaware

Aerojet-General Corporation

 

Ohio

Aerojet Investments Ltd.

 

California

Aerojet Ordnance Tennessee, Inc.

 

Tennessee

GenCorp Property Inc.

 

California

GDX Automotive Inc.

 

Delaware

GDX LLC

 

Delaware

Penn International Inc.

 

Ohio

RKO General, Inc.

 

Delaware

4




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[Letterhead of Jones Day] October 6, 2003

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing    Date    Other Filings
Filed on:10/6/038-K
8/11/03
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Filing Submission 0001047469-03-032666   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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