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EXHIBIT 5.1
[Fulbright & Jaworski L.L.P. letterhead]
September 12, 2000
Quanex Corporation
1900 West Loop South, Suite 1500
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel to Quanex Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), of 600,000 shares (the "Shares") of the Company's
common stock, $.50 par value, and associated rights to purchase shares of the
Company's Series A Junior Participating Preferred Stock, to be offered upon the
terms and subject to the conditions set forth in the Quanex Corporation 1996
Employee Stock Option and Restricted Stock Plan, as amended (the "Plan").
In connection therewith, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Restated
Certificate of Incorporation of the Company, as amended, the By-laws of the
Company, as amended, the Plan, records of relevant corporate proceedings with
respect to the offering of the Shares and such other documents, instruments and
corporate records as we have deemed necessary or appropriate for the expression
of the opinions contained herein. We also have examined the Company's
Registration Statement on Form S-8 dated September 12, 2000 (the "Registration
Statement"), to be filed with the Securities and Exchange Commission with
respect to the Shares.
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based on the foregoing, and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that the Shares have been duly
and validly authorized for issuance and, when issued in accordance with the
terms of the Plan, will be duly and validly issued, fully paid and
nonassessable.
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The opinions expressed herein relate solely to, are based solely upon
and are limited exclusively to the General Corporation Law of the State of
Delaware and the federal laws of the United States of America, to the extent
applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
Fulbright & Jaworski L.L.P.
