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EXHIBIT 5.1
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
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December 28, 2000
U.S. Concrete, Inc.
1300 Post Oak Blvd., Suite 1220
Houston, Texas 77056
Ladies and Gentlemen:
We have acted as counsel for U.S. Concrete, Inc., a Delaware corporation
(the "COMPANY"), in connection with the Company's registration under the
Securities Act of 1933, as amended (the "ACT"), of 1,000,000 shares of common
stock, par value $0.001 per share (the "SHARES"), of the Company which may be
offered from time to time under the U.S. Concrete, Inc. 2000 Employee Stock
Purchase Plan (the "PLAN") under the Company's Registration Statement on Form S-
8 (the "REGISTRATION STATEMENT") to be filed with the Securities and Exchange
Commission (the "COMMISSION") on or about December 29, 2000.
In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the Registration Statement, (ii) the
Restated Certificate of Incorporation of the Company, as filed with the
Secretary of State of the State of Delaware, (iii) the Second Amended and
Restated Bylaws of the Company, (iv) certain minutes of meetings of, and
resolutions adopted by, the Board of Directors of the Company, and (v) the Plan.
We have assumed that (i) all signatures on all documents we reviewed are
genuine, (ii) all documents submitted to us as originals are true and complete,
(iii) all documents submitted to us as copies are true and complete copies of
the originals thereof, and (iv) all persons executing and delivering the
documents we examined were competent to execute and deliver such documents. In
addition, we have assumed that, upon purchase of the Shares pursuant to the
Plan, (i) the Shares will be issued in accordance with the Plan, (ii) the full
consideration for each Share shall be paid to the Company and in no event will
be less than the par value for each Share, and (iii) certificates evidencing the
Shares will be properly executed and delivered by the Company in accordance with
the Delaware General Corporation Law.
Based on the foregoing, and having due regard for the legal considerations
we deem relevant, we are of the opinion that the Shares, when issued by the
Company upon purchase thereof pursuant to the terms of the Plan, will be legally
issued, fully paid and non-assessable.
This opinion is limited in all respects to the laws of the State of Texas,
the Delaware General Corporation Law and the federal laws of the United States
of America.
This opinion letter may be filed 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 Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Akin, Gump, Strauss, Hauer & Feld, L.L.P.
