Exhibit 5.1
May 30, 2000
Board of Directors
LMI Aerospace, Inc.
3600 Mueller
Road
St. Charles, Missouri 63302
| Re: |
Registration Statement on Form S-8
Amended and Restated
LMI Aerospace, Inc. 1998 Stock Option Plan |
Gentlemen:
We have served
as counsel to LMI Aerospace, Inc. (the “Company”) in connection with
various legal matters relating to the filing of a registration statement on Form
S-8 (the “Registration Statement”) filed under the Securities Act of
1933, as amended, and the Rules and Regulations promulgated thereunder, relating
to a total of 300,000 shares of common stock of the Company, par value $0.02 per
share (the “Shares”), that may be offered and sold through the Amended
and Restated LMI Aerospace, Inc. 1998 Stock Option Plan (the “Plan”).
We have examined
such corporate records of the Company, such laws and such other information as
we have deemed relevant, including the Company’s Restated Articles of
Incorporation, as amended, the Bylaws, as amended, the Plan, certain resolutions
adopted by the Board of Directors of the Company relating to the Plan and
certificates received from state officials. In delivering this opinion, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the originals of all documents
submitted to us as certified, photostatic or conformed copies, and the
correctness of all statements submitted to us by officers of the Company.
Based upon the foregoing, it is our opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Missouri.
2.
All shares issuable under the Plan, if issued in accordance with such Plan, will
be, when so issued, validly issued and outstanding, and fully paid and
non-assessable.
We consent to
the use of this opinion as an exhibit to the Registration Statement and to the
use of our name in the Registration Statement. We also consent to your filing
copies of this opinion as an exhibit to the Registration Statement with agencies
of such states as you deem necessary in the course of complying with the laws of
such states regarding the offer and sale of the Shares pursuant to the Plan.
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/s/ GALLOP, JOHNSON & NEUMAN, L.C.
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