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Exhibit 5.1
Barbara Jones
To Call Writer Directly:
+44 (0)20 7816-8780
[email protected]
July 25, 2000
Octel Corp.
European Headquarters, Global House
Bailey Lane, Manchester M90 4AA
RE: Exhibit 5.1
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Dear Ladies and Gentlemen:
We have acted as counsel to you (the "Company") in connection with
the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") pertaining to the registration under the Securities Act of 1933 of
an offering of an additional 1,750,000 shares of the Company's Common Stock,
$0.01 par value (the "Registered Shares") pursuant to the Octel Corp. Company
Share Option Plan, Octel Corp. Savings-Related Stock Plan and Octel Corp. Non
Employee Directors' Stock Option Plan (the "Plans").
Subject to the limitations stated in this letter, it is our opinion
that Registered Shares issued by the Company for purchase under the Plans will
upon such delivery and receipt by the Company of all consideration owed to the
Company under the terms of the Plans be validly issued, fully paid and
nonassessable.
We have relied without independent investigation upon an assurance
from the Company's Secretary that the number of shares which the Company is
authorized to issue in its Certificate of Incorporation exceeds the number of
shares outstanding and the number of shares which the Company is obligated to
issue (or had otherwise reserved for issuance) for any purposes other than
issuance in connection with options granted under the Plans by at least the
number of shares which may be issued in connection with the Plans, and we have
assumed that such condition will remain true at all future times relevant to
this opinion. We have assumed that the Company will cause certificates
representing Registered Shares issued in the future to be properly executed and
delivered and will take all other actions appropriate for the issuance of such
shares. We express no opinion regarding any shares reacquired by the Company
after initial issuance. Our opinion does not cover any law other than the
Delaware Corporation Law.
We do not find it necessary for the purposes of this opinion, and
accordingly do not purport to cover herein, the application of securities or
"Blue Sky" laws of the various states to the offer or sale of the Registered
Shares.
We consent to the filing of this letter as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Sincerely yours,
/s/ Kirkland & Ellis
Kirkland & Ellis
