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EXHIBIT 5.1
July 31, 2000
Commercial Metals Company
7800 Stemmons Freeway
Dallas, Texas 75247
Gentlemen:
I have acted as counsel to Commercial Metals Company, a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the registration of 200,000 shares of Common Stock, par
value $5.00 per share (the "Common Stock"), of the Company that may be issued
in the future under the Commercial Metals Company 1999 Non-Employee Director
Stock Option Plan (the "Plan").
In connection therewith, I have examined (i) the Restated Certificate of
Incorporation and the Bylaws of the Company, each as amended; (ii) minutes and
records of the corporate proceedings of the Company with respect to the
adoption of the Plan and related matters; (iii) the Plan; (iv) the Registration
Statement and exhibits thereto; and (v) such other documents as I have deemed
necessary for the expression of the opinion contained herein.
Based upon the foregoing, and having due regard for such legal
considerations as I deem relevant, assuming that the cash consideration
received by the Company in exchange for the issuance of Common Stock under the
Plan equals or exceeds the par value of such Common Stock, I am of the opinion
that the shares of Common Stock covered by the Registration Statement that may
be issued from time to time in accordance with the terms of the Plan have been
duly authorized for issuance by the Company, and, when so issued in accordance
with the terms and conditions of the Plan, will be validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to me under "Item 5. Interests of Named Experts and Counsel."
Very truly yours,
/s/ David M. Sudbury
David M. Sudbury
General Counsel
