Exhibit 5.1
Ladies and Gentlemen:
We have acted as your counsel in connection with the issuance and sale by Allegheny
Technologies Incorporated, a Delaware corporation (the
“Company”), of $500,000,000 aggregate
principal amount of its 5.950% Senior Notes due 2021 (the
“Notes”) pursuant to the Underwriting
Agreement (the
“Underwriting Agreement”), dated
January 4, 2011, among
the Company and J.P. Morgan
Securities LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. Incorporated, as
representatives of the several underwriters named therein (collectively, the
“Underwriters”). The
Notes are being offered and sold to the Underwriters in an offering registered under the Securities
Act of 1933, as amended (the
“Securities Act”).
The following documents are referred to collectively in this opinion letter as the
“Transaction Documents”:
In connection with rendering the opinions set forth below, we have examined (i) the
Registration Statement on Form S-3 (File No.
333-159479) (the
“Registration Statement”) filed with
the Securities and Exchange Commission (the
“Commission”) on
May 26, 2009, relating to an
unspecified aggregate initial offering price or number of securities of
the Company; (ii) the
Prospectus, dated
May 26, 2009, as supplemented by the accompanying Preliminary Prospectus
Supplement, dated
January 4, 2011, relating to the Notes, as filed with the Commission on
January
4, 2011 pursuant to Rule 424(b) under the Securities Act, including all material incorporated by
reference therein; (iii) the Final Term Sheet relating to the Notes, as filed with the Commission
on
January 5, 2011 pursuant to Rule 433 under the Securities Act; (iv) the Prospectus, dated
May
26, 2009, as supplemented by the accompanying Prospectus Supplement, dated
January 4, 2011,
reflecting the final terms of the Notes and the terms of the offering
thereof, as filed with the Commission on
January 5, 2011 pursuant to Rule 424(b) under the
Securities Act, including all material
incorporated by reference therein (the
“Prospectus”); (v)
the Transaction Documents; (vi)
the Company’s Restated
Certificate of Incorporation, as amended,
and Amended and Restated
Bylaws; and (vii) resolutions adopted by the Board of Directors of the
Company relating to the issuance and sale of the Notes by
the Company. We have made such other
investigation as we have deemed appropriate.
For the purposes of this opinion letter, we further have made the assumptions that (i) each
document submitted to us is accurate and complete; (ii) each such document that is an original is
authentic; (iii) each such document that is a copy conforms to an authentic original; and (iv) all
signatures (other than signatures on behalf of
the Company) on each such document are genuine. We
also have assumed for purposes of this opinion letter (i) the legal capacity of natural persons;
(ii) that each party to each of the Transaction Documents (other than
the Company) has the legal
capacity or authority and has satisfied all legal requirements that are applicable to that party to
the extent necessary to make each Transaction Document to which it is a party enforceable against
it; and (iii) that each party to each of the Transaction Documents has complied with all state and
federal statutes, rules and regulations applicable to it arising out of the transactions set forth
in the Transaction Documents to which it is a party. We have not verified any of the foregoing
assumptions.
The opinions expressed in this opinion letter are limited to (i) the laws of the State of New
York, other than its law relating to choice of law, (ii) applicable federal securities laws of the
United States and (iii) the General Corporation Law of the State of Delaware. We are not opining
on, and we assume no responsibility for, the applicability to or effect on any of the matters
covered herein of any other laws, the laws of any county, municipality or other political
subdivision or local governmental agency or authority.
Based on and subject to the foregoing and to the additional qualifications and other matters
set forth below, it is our opinion that the Notes have been duly authorized, executed and delivered
and, when authenticated in accordance with the provisions of the
Indenture and delivered to and
paid for by the Underwriters pursuant to the
Underwriting Agreement, will constitute valid and
binding obligations of
the Company, entitled to the benefits set forth in the
Indenture (subject to
the effect of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium
and other laws affecting the rights and remedies of creditors or secured parties generally, and to
the exercise of judicial discretion in accordance with general principles of equity (whether
applied by a court of law or equity)).
We express no opinion as to any provision in the Notes: (i) that purports to release,
exculpate or exempt a party from, or require indemnification or contribution of a party for,
liability for its own negligence or misconduct; (ii) that purports to allow any party to
unreasonably interfere in the conduct of the business of another party; (iii) the effect of which
is governed by the law of a jurisdiction other than the State of New York, the applicable federal
securities laws of the United States or the General Corporation Law of the State of Delaware;
(iv) that purports to require any party to pay any amounts due to another party without a
reasonable accounting of the sums purported to be due; (v) that purports to prohibit the assignment
of rights that may be assigned pursuant to applicable law regardless of an agreement not to assign
such rights; (vi) that purports to require that amendments to any agreement be in writing; (vii)
relating to
powers of attorney, severability or set-off; (viii) that purports to restrict access
exclusively to any particular courts; and (ix) providing that decisions by a party are conclusive
or may be made in its sole discretion.
This opinion is limited to the matters stated in this letter, and no opinions may be implied
or inferred beyond the matters expressly stated in this letter. This opinion is being given as of
the date hereof and we assume no obligation to update or supplement any of our opinions to reflect
any changes of law or fact that may occur.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the
Company’s Current Report on Form 8-K, the incorporation by reference of this opinion into the
Registration Statement and the reference to this firm under the heading “Legal matters” in the
Prospectus forming a part thereof. In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the Securities Act.
Yours truly,
