EXHIBIT
-5.1
MAYER • BROWN
ArcelorMittal Financial Services LLC
c/o ArcelorMittal USA Inc.
1 South Dearborn, 19th Floor
Chicago,
Illinois 60603
Dear Ladies and Gentlemen:
We have acted as United States counsel to ArcelorMittal Financial Services LLC, a Delaware
limited liability company (the “Company”), to ArcelorMittal USA Partnership, a Delaware
partnership (the “Successor Issuer”), to the entities listed on Schedule I hereto
(collectively, the “U.S. Guarantors”), to 3222193 Nova Scotia Company, a Nova Scotia
unlimited company (the “Canadian Guarantor”), and to ArcelorMittal, a company organized
under the laws of the Grand Duchy of Luxembourg (“ArcelorMittal”), pursuant to a
registration statement on Form F-4 and S-4 (the “Registration Statement”) of $422,500,000
principal amount of 9-3/4% Senior Secured Notes due 2014 of the Company (the “Notes”), and
the guarantees thereof (the “Guarantees”) by the U.S. Guarantors, the Canadian Guarantor
and ArcelorMittal in connection with the solicitation of consents by the Company of the holders of
the Notes to certain amendments to the indenture pursuant to which the Notes are issued.
In rendering the opinions expressed herein, we have examined and relied upon such documents,
corporate records, certificates of public officials and certificates as to factual matters executed
by officers of the Company, the Successor Issuer, the U.S. Guarantors, the Canadian Guarantor and
ArcelorMittal as we have deemed necessary or appropriate. We have also assumed without verification
that (i) the Canadian Guarantor has been duly incorporated under the laws of the Province of Nova
Scotia, Canada and is an existing unlimited liability company in good standing under the laws of
the Province of Nova Scotia, Canada, (ii) ArcelorMittal has been duly incorporated under the laws
of the Grand Duchy of Luxembourg and is an existing corporation in good standing under the laws of
the Grand Duchy of Luxembourg, (iii) each of the documents referred to herein to which each of the
Canadian Guarantor and ArcelorMittal is a party has been duly authorized, executed and delivered by
such company and, except as set forth in the opinions expressed below as to New York law,
constitutes a valid and legally binding obligation of the Canadian Guarantor or ArcelorMittal, as
the case may be, enforceable against such company in accordance with its terms, (iv) the indenture
governing the Notes has been duly authorized, executed and delivered by the Trustee (as defined
therein), and (v) the execution, delivery and performance of their respective Guarantees by each of
the Canadian Guarantor and ArcelorMittal will not conflict with any provision of law (other than
the Federal laws of the United States and the laws of the State of New York) applicable to such
company.
Mayer Brown LLP operates in combination with our associated English limited liability partnership
and Hong Kong partnership (and its associated entities in Asia).
Mayer Brown llp
We have assumed the authenticity, accuracy and completeness of all documents, records and
certificates submitted to us as originals, the conformity to the originals of all documents,
records and certificates submitted to us as copies and the authenticity, accuracy and completeness
of the originals of all documents, records and certificates submitted to us as copies. We have also
assumed the legal capacity and genuineness of the signatures of persons signing all documents in
connection with which the opinions expressed herein are rendered.
Based upon the foregoing, we are of the opinion that:
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(i) |
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The Notes have been duly authorized for issuance by the Successor Issuer and
when the Notes are duly executed, authenticated, issued and delivered in accordance
with the indenture governing the Notes, the Notes will be legally issued and will
constitute valid and legally binding obligations of the Successor Issuer, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors’ rights generally or by the effect of general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good faith and
fair dealing (regardless of whether considered in a proceeding at law or equity); |
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(ii) |
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the Guarantees have been duly authorized for issuance by the U.S. Guarantors
and when the Guarantees are duly executed, issued and delivered in accordance with the
indenture governing the Notes, the Guarantees will constitute valid and legally binding
obligations of the U.S. Guarantors, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally or by
the effect of general principles of equity, including without limitation, concepts of
materiality, reasonableness, good faith and fair dealing (regardless of whether
considered in a proceeding at law or equity); |
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(iii) |
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assuming the due authorization for issuance by the Canadian Guarantor, when
the Guarantee is duly executed, issued and delivered in accordance with the indenture
governing the Notes, the Guarantee will constitute the valid and legally binding
obligation of the Canadian Guarantor, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally or by the effect of general principles of equity, including without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding at law or equity); and |
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(iv) |
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assuming the due authorization for issuance by Arcelor Mittal, when the
Guarantee is duly executed, issued and delivered in accordance with the indenture
governing the Notes, the Guarantee will be legally issued and will constitute the valid
and legally binding obligation of the ArcelorMittal, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally or by the effect of general principles of |
Mayer Brown llp
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equity, including without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
(regardless of whether considered in a proceeding at law or equity). |
We express no opinions as to matters under or involving any laws other than the laws of the
States of New York, the federal laws of the United States of America and the corporate laws of the
States of Delaware and Minnesota.
We consent to the filing of this opinion as an exhibit to the registration statement relating
to the Notes and to the reference to us under the caption “Legal Matters”.
Very truly yours,
/s/
Mayer Brown LLP
Mayer Brown LLP
