Renco Metals Inc, et al. – IPO: ‘S-1/A’ on 6/25/96 – EX-5.1

As of:  Tuesday, 6/25/96   ·   Accession #:  950123-96-3240   ·   File #s:  333-04513, -01, -02

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Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 2 to Form S-1                           82    439K 
 2: EX-1.1      Form of Underwriting Agreement                        27     81K 
 3: EX-4.1      Form of Indenture                                    112    317K 
 4: EX-4.2      Form of Supplemental Indenture                         2     14K 
 5: EX-5.1      Opinion of Cadwalader, Wickersham & Taft               2      9K 
12: EX-10.11    Form of Amend. #2 to Am. & Res. L&Sa - Sabel          13     48K 
 6: EX-10.3A    Form of Amendment to Nw Apprec. Agr. - Legge           2     12K 
 9: EX-10.3A    Form of Amendment to Nw Apprec. Agr. - Ogaard          2     12K 
 7: EX-10.3A    Form of Amendment to Nw Apprec. Agr. - Thayer          2     12K 
 8: EX-10.3C    Form of Amendment to Nw Apprec. Agr. - Brown           2     12K 
10: EX-10.3E    Form of Amendment to Nw Apprec. Agr. - Kaplan          2     12K 
11: EX-10.8     Form of Amend. #2 to Am. & Res. L&Sa - Magnesium      12     44K 
13: EX-23.2     Consent of Kpmg Peat Marwick                           1      7K 
14: EX-25.1     Form T-1                                              53    389K 

EX-5.1   —   Opinion of Cadwalader, Wickersham & Taft

EX-5.1
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 [Cadwalader, Wickersham & Taft]
 Telephone: (212) 504-6000
 Facsimile: (212) 504-6666

 June 25, 1996

Securities and Exchange Commission                                              
450 Fifth Street                                                                
Washington, D.C. 20549                                                          

Re: Renco Metals, Inc. - File No. 333-4513

Ladies and Gentlemen:                                                           

          On behalf of and as counsel to Renco Metals, Inc. (the
"Registrant") in connection with the above-referenced proposed public offering, 
we hereby transmit Pre-effective Amendment No. 2 to the above-captioned         
registration statement. The registration statement is being filed to include all
exhibits and respond to certain staff comments as set for in a comment letter   
(the "Comment Letter") dated June 17, 1996. The numbered paragraphs below       
correspond to the numbered comments of the Comment Letter.                      

               1. The section "Description of Senior-Notes--Guarantees" on
page 34 of the prospectus has been revised to state that separate financial     
statements of the Subsidiary Guarantors are not presented because, in           
management's opinion, such financial statements would not be material to        
investors because the Registrant has no independent operations and its only     
assets are cash and its investments in the Subsidiary Guarantors.               

                  2. Revisions were made in response to comment 2 of the Comment
Letter on pages 1, 5, 33 and 46 of the prospectus.                              

EX-5.1
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Securities and Exchange Commission                                June 25, 1996 

                Please telephone me at (212) 504-6027 with any questions you
may have.                                                                       

                  Sincerely,

                          Richard Knaub, Jr.

cc:      Robert Mandell, Esq.                                                   
Robert Burnett                                                
Roger Fay                                                     
Todd R. Ogaard                                                
Michael C. Ryan, Esq.                                         

Dates Referenced Herein

				Referenced-On Page
This ‘S-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/25/96		1		2			None on these Dates
		6/17/96		1
									List all Filings