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[LETTERHEAD OF BAKER BOTTS L.L.P.]
EXHIBIT 5.1
August 21, 2000
U.S. Concrete, Inc.
1330 Post Oak Blvd., Suite 1220
Houston, Texas 77056
Gentlemen:
U.S. Concrete, Inc., a Delaware corporation, has engaged us to render
our opinion as to the legality of the following securities (the "Securities") it
may offer, issue and sell from time to time at an aggregate initial offering
price that will not exceed the amount the registration statement we describe
below specifies:
. its unsecured senior and subordinated debt securities;
. shares of its preferred stock, par value $.001 per share;
. shares of its common stock, par value $.001 per share, and the
associated rights to purchase shares of its preferred stock; and
. warrants to purchase the other Securities.
U.S. Concrete has filed with the Securities and Exchange Commission
under the Securities Act of 1933 (the "1933 Act") a registration statement on
Form S-3 (Reg. No. 333-42860) which relates to its offering and sale of the
Securities under the 1933 Act's Rule 415. In this letter, "Registration
Statement" means that registration statement when it becomes effective under the
1933 Act, and "Prospectus" means the prospectus the Registration Statement
includes.
For purposes of the opinions we express below, we have examined, among
other agreements, instruments and documents, the following:
. the Registration Statement and its exhibits, including:
. Exhibit 4.6 (the "Senior Debt Indenture Form"); and
. Exhibit 4.7 (the "Subordinated Debt Indenture Form"); and
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[BAKER BOTTS L.L.P.]
U.S. Concrete -2- August 21, 2000
. U.S. Concrete's certificate of incorporation and bylaws as in effect
on the date of this letter (the "Charter Documents").
We base the opinions we express below in part on the following
assumptions we have made:
. the Registration Statement and each post-effective amendment
thereto, if any, will have become effective under the 1933 Act;
. for each type or series of Securities U.S. Concrete offers by means
of the Prospectus, U.S. Concrete will have prepared and filed with
the SEC under the 1933 Act a prospectus supplement, including any
pricing amendment thereto, which describes that type or series and,
if Securities of another type or series are issuable on the
conversion, exchange, redemption or exercise of the Securities U.S.
Concrete is so offering, which also described that other type or
series;
. U.S. Concrete will have offered, issued and sold the Securities in
the manner the Registration Statement and the relevant prospectus
supplements describe and otherwise in compliance with all applicable
federal and state securities laws;
. in the case of Securities of any type which U.S. Concrete issues and
sells, the board of directors of U.S. Concrete or any committee of
one or more members of that board which that board has designated in
accordance with the Charter Documents and applicable Delaware law
(that board or any such committee being the "Board") will have taken
all corporate action necessary to:
. authorize the issuance of those Securities and the other
Securities, if any, issuable on the conversion, exchange,
redemption or exercise of those Securities; and
. approve the terms of the offering and sale of those Securities;
. in the case of any Securities issuable on the conversion, exchange,
redemption or exercise of other Securities, those Securities will be
available for issuance on that conversion, exchange, redemption or
exercise;
. in the case of debt securities of any series the Securities include:
. if those debt securities will not be subordinate to any other
indebtedness of U.S. Concrete, an indenture substantially in
the form of the Senior Debt
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[BAKER BOTTS L.L.P.]
U.S. Concrete -3- August 21, 2000
Indenture Form will have been duly executed and delivered by
U.S. Concrete and the trustee under that indenture;
. if those debt securities will be subordinated to other
indebtedness of U.S. Concrete, an indenture substantially in
the form of the Subordinated Debt Indenture Form will have been
duly executed and delivered by U.S. Concrete and the trustee
under that indenture;
. in accordance with the terms of the indenture under which those
debt securities will be issued, the Board will have designated
and established the terms of the series to which those debt
securities belong;
. the indenture under which those debt securities will be issued
will have become qualified under the Trust Indenture Act of
1939;
. forms of securities complying with the terms of the indenture
under which those debt securities will be issued and evidencing
those debt securities will have been duly executed,
authenticated, issued and delivered in accordance with the
provisions of that indenture and either:
. the provisions of the applicable purchase agreement under
which U.S. Concrete will sell those Securities; or
. if issued on conversion, exchange, redemption or exercise
of any other Securities, the applicable provisions of that
Security or the agreement or instrument under which that
conversion, exchange, redemption or exercise will be
effected;
. in the case of shares of preferred stock of any series the
Securities include, the Board will have duly adopted
resolutions designating and establishing the terms of that
series and caused a certificate of designations respecting that
series to be prepared and filed with the Secretary of State of
the State of Delaware;
. in the case of any warrants the Securities include, the Board
will have established the terms of those warrants, and the
warrant agreement under which those warrants will be issued
will have been duly executed and delivered by U.S. Concrete and
the warrant agent under that warrant agreement;
. in the case of shares of common or preferred stock or warrants
the Securities include, certificates representing those shares
or warrants will have been duly
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[BAKER BOTTS L.L.P.]
U.S. Concrete -4- August 21, 2000
executed, countersigned, registered and delivered in accordance
with the provisions of the Charter Documents and either:
. the provisions of the applicable purchase agreement under
which U.S. Concrete will sell those Securities; or
. if issued on conversion, exchange, redemption or exercise
of any other Securities, the applicable provisions of that
Security or the agreement or instrument under which that
conversion, exchange, redemption or exercise will be
effected;
. in the case of each share of common or preferred stock the
Securities include, the purchase price therefor payable to U.S.
Concrete, or, if those shares are issuable on the conversion,
exchange, redemption or exercise of another Security, the
consideration payable to U.S. Concrete for that conversion,
exchange, redemption or exercise will not be less than the par
value of that share; and
. U.S. Concrete and the initial purchasers of the Securities of
any type will have duly authorized, executed and delivered a
definitive purchase agreement relating to those Securities.
On the basis of and subject to the foregoing, we are of the opinion
that:
1. U.S. Concrete is a corporation duly incorporated and validly
existing in good standing under the laws of the State of Delaware.
2. The shares of common stock and preferred stock the Securities
include will, when issued, have been duly authorized and validly issued and
will be fully paid and nonassessable.
3. The debt securities and the warrants the Securities include will,
when issued, constitute legal, valid and binding obligations of U.S.
Concrete, entitled to the benefits of the applicable indenture (in the case
of the debt securities) or warrant agreement (in the case of the warrants)
under which they are issued and enforceable against U.S. Concrete in
accordance with their terms, except as that enforcement is subject to (a)
any applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or conveyance or other laws relating to or affecting
creditors' rights generally, (b) general principles of equity (regardless
of whether that enforceability is considered in a proceeding in equity or
at law) and (c) any implied covenants of good faith and fair dealing.
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[BAKER BOTTS L.L.P.]
U.S. Concrete -5- August 21, 2000
We limit the opinions we express above in all respects to matters of
the laws of the State of New York, the General Corporation Law of the State of
Delaware and the federal securities laws of the United States of America, each
as in effect on the date hereof.
We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement. We also consent to the reference to our Firm
under the heading "Legal Matters" in the Prospectus. In giving this consent, we
do not hereby admit we are in the category of persons whose written consent
Section 7 of the 1933 Act requires to be filed with the Registration Statement.
Very truly yours,
/s/ BAKER BOTTS L.L.P.
