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Exhibit 5.1
July 17, 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 (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) an executed copy
of 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 the opinion expressed herein, we have relied to the extent we deemed
proper upon representations, warranties and statements of officers and other
representatives of the Company. Our opinion expressed below 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.
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Graftech Inc.
July 17, 2000
Page Two
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 pursuant to 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 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. 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
A Member of the Firm
