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Exhibit 5.1
July 25, 2000
Graftech Inc.
11709 Madison Avenue
Lakewood, Ohio 44107
Re: Registration Statement on Form S-1
Dear Sirs and Madams:
We have acted as counsel to Graftech Inc., a Delaware corporation (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-1, as amended (the "Registration Statement"), under the Securities Act of
1933, as amended (the "Securities Act"). The Registration Statement relates to
(i) the offering and sale by the Company of shares of the Company's common
stock, par value $.01 per share ("Common Stock"), in the Company's initial
public offering (the "IPO") and (ii) the offering and sale by a wholly owned
subsidiary of UCAR International Inc. ("UCAR") of shares of Common Stock by
UCAR in the IPO.
In connection with this opinion, we have examined and relied upon copies,
certified or otherwise identified to our satisfaction, of: (i) the Registration
Statement; (ii) the Company's Amended and Restated Certificate of Incorporation
and Amended and Restated Bylaws; and (iii) the minute books and other records
of corporate proceedings of the Company, as made available to us by officers of
the Company, and have reviewed such matters of law as we have deemed necessary
or appropriate for the purpose of rendering this opinion.
For purposes of this opinion we have assumed the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons and the genuineness
of all signatures on all documents examined by us. As to certain factual
matters material to this
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Graftech Inc.
July 25, 2000
Page Two
opinion, we have relied to the extent that we deemed proper upon
representations, warranties and statements of officers and other representatives
of the Company. This opinion is subject to the qualification that we express no
opinion as to any law of any jurisdiction other than the corporation laws of the
State of Delaware and the federal laws of the United States of America.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, it is our opinion that
(i) the shares of Common Stock to be issued by the Company in the IPO have been
duly authorized and, when paid for in accordance with the terms of the IPO, will
be validly issued, fully paid and non-assessable and (ii) the shares of Common
Stock to be sold by UCAR in the IPO are duly authorized, validly issued, fully
paid and non-assessable.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion should the present
corporation laws of the State of Delaware or the federal laws of the United
States of America be changed by legislative action, judicial decision or
otherwise.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to us in the Prospectus contained
therein under the heading "Legal Matters." In giving such consent, we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder.
This opinion is furnished to you in connection with the filing of the
Registration Statement.
Very truly yours,
KELLEY DRYE & WARREN LLP
By:/s/ M. Ridgway Barker
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A Member of the Firm
