Exhibit
5.1
March 31, 2006
Flag Intermediate Holdings Corporation
Metals USA, Inc.
One Riverway, Suite 1100
Houston, Texas 77056
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Re:
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Flag Intermediate Holdings Corporation and Metals USA, Inc.
Registration Statement on Form S-4 |
Ladies and Gentlemen:
We have acted as counsel to Flag Intermediate Holdings Corporation, a Delaware corporation (the
"Flag Intermediate”), and Metals USA, Inc., a Delaware corporation (“Metals USA”), in connection
with the registration, pursuant to a registration statement on Form S-4 (the “Registration
Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Act”), of (i) the proposed offer by Metals USA to exchange (the “Exchange Offer”) all
outstanding
111/8% Senior Secured Notes due 2015 ($275 million aggregate principal amount
outstanding) (the “Outstanding Notes”) of Metals USA for 111/8% Senior Secured Notes due 2015 ($275
million aggregate principal amount) (the “Registered Notes”) of Metals USA and (ii) the guarantees
(the “Guarantees”) pursuant to the Indenture referred to below of Flag Intermediate and the other
Guarantors listed in the Registration Statement (the “Registrant Guarantors”). The Outstanding
Notes have been, and the Registered Notes will be, issued pursuant to an Indenture dated as of
November 30, 2005 and supplemented by a supplemental indenture thereto, dated as of March 30, 2006
(as so supplemented, the “Indenture”) among Flag Acquisition Corporation (merged into Metals USA as
surviving entity prior to the date hereof), Flag Intermediate, the other Registrant Guarantors and
Wells Fargo Bank, N.A., a national banking association, as trustee and collateral agent (the
"Trustee”).
We have examined originals or certified copies of the Indenture and such corporate records of
Metals USA and Flag Intermediate and other certificates and documents of officials of Metals USA
and Flag Intermediate, public officials and others as we have deemed appropriate for purposes of
this letter. We have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to authentic original documents of all copies
submitted to us as conformed and certified or reproduced copies. We also have assumed the legal
capacity of natural persons, the corporate or other power of all persons signing on
1111 Louisiana Street, 44th Floor / Houston, Texas 77002-5200 / 713.220.5800 / fax: 713.236.0822 / akingump.com
Flag Intermediate Holdings Corporation
Metals USA, Inc.
March 31, 2006
Page 2
behalf of the parties thereto other than Flag Intermediate and Metals USA, the due authorization,
execution and delivery of the Indenture, the Outstanding Notes and all other documents by the
parties thereto other than Flag Intermediate and Metals USA, that the Registered Notes will conform
to the specimens examined by us and that the Trustee’s certificate of authentication of Registered
Notes will be manually signed by one of the Trustee’s authorized officers.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations
set forth hereinafter, we are of the opinion that when (a) the Registration Statement has become
effective under the Act, (b) the Outstanding Notes have been exchanged in the manner described in
the prospectus forming a part of the Registration Statement, (c) the Registered Notes have been
duly executed, authenticated, issued and delivered by Metals USA in accordance with the terms of
the Indenture, against receipt of the Outstanding Notes surrendered in exchange therefor, (d) the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended and (e)
applicable provisions of “blue sky” laws have been complied with,
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1. |
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the Registered Notes proposed to be issued pursuant to the Exchange Offer will
be valid and binding obligations of Metals USA and will be entitled to the benefits of
the Indenture; and |
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2. |
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the Guarantees proposed to be issued pursuant to the Exchange Offer will be
valid and binding obligations of each Registrant Guarantor. |
The opinions and other matters in this letter are qualified in their entirety and subject to the
following:
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A. |
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We express no opinion as to the laws of any jurisdiction other than any
published constitutions, treaties, laws, rules or regulations or judicial or
administrative decisions (“Laws”) of (i) the State of New York and (ii) the General
Corporation Law of the State of Delaware. |
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B. |
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This law firm is a registered limited liability partnership organized under the
laws of the State of Texas. |
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C. |
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The matters expressed in this letter are subject to and qualified and limited
by: (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance,
reorganization, moratorium and similar Laws affecting creditors’ rights and remedies
generally; (ii) general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement is
sought in a proceeding at law or in equity); (iii) commercial
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Flag Intermediate Holdings Corporation
Metals USA, Inc.
March 31, 2006
Page 3
reasonableness and unconscionability and an implied covenant of good faith and fair
dealing; (iv) the power of the courts to award damages in lieu of equitable
remedies; (v) securities Laws and public policy underlying such Laws with respect to
rights to indemnification and contribution; and (vi) limitations on the waiver of
rights under any stay, extension or usury Law or other Law, whether now or hereafter
in force, which would prohibit or forgive Metals USA or a Registrant Guarantor from
paying all or any portion of the Outstanding Notes or the Registered Notes as
contemplated in the Indenture.
We hereby consent to the filing of copies of this opinion as an exhibit to the Registration
Statement and to the use of our name in the prospectus forming a part of the Registration Statement
under the caption “Legal Matters.” 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 Act and the rules
and regulations thereunder. This opinion speaks as of its date, and we undertake no (and hereby
disclaim any) obligation to update this opinion.
Very truly yours,
AKIN GUMP STRAUSS HAUER & FELD LLP