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Exhibit 5
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[LETTERHEAD OF KIRKLAND & ELLIS]
October 6, 2000
Material Sciences Corporation
2200 East Pratt Boulevard
Elk Grove Village, Illinois 60007-5995
Re: Material Sciences Corporation 2001 Compensation Plan for Non-
Employee Directors
Ladies and Gentlemen:
We are issuing this letter in our capacity as special legal counsel to
Material Sciences Corporation, a Delaware corporation (the "Company"), in
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connection with the proposed registration by the Company of 150,000 shares (the
"Shares") of its Common Stock, par value $.02 per share, pursuant to a
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Registration Statement on Form S-8, filed with the Securities and Exchange
Commission (the "Commission") on the date of this letter under the Securities
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Act of 1933, as amended (the "Securities Act"). This opinion letter is being
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delivered in response to Section 601(5) of Regulation S-K of the Securities and
Exchange Commission, which requires the filing of an opinion of counsel with
respect to the legality of the securities being registered on Form S-8 under the
Securities Act. The Shares are to be issued and sold by the Company to certain
employees of the Company and its participating subsidiaries pursuant to the 2001
Compensation Plan for Non-Employee Directors (the "Plan").
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Subject to the assumptions, qualifications, exclusions and other
limitations which are identified in this letter, we advise you that in our
opinion the Shares are duly authorized and, when the Shares have been duly
issued in accordance with the terms of the Plan and when the certification for
the Shares are duly countersigned by the Company's registrar, and upon receipt
by the Company of the consideration to be paid therefor, the Shares will be
validly issued, fully paid and nonassessable.
We have assumed that each document we have reviewed for purposes of this
letter is accurate and complete, that each such document that purports to be an
original is authentic, that each such document that is a copy conforms to an
authentic original, and that all signatures on each such document are genuine.
We have assumed that all documents we have reviewed have been duly authorized,
executed and delivered by the respective parties thereto, the respective parties
thereto had the corporate power and authority to execute, deliver and perform
such documents, the execution, delivery and performance of such documents by
each party thereto did not and will not
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Material Sciences Corporation
October 6, 2000
Page 2
violate the charter or bylaws of such party or any contract to which such party
is bound and will comply with all laws, governmental rules and regulations
applicable to each such party, and that such documents constitute the valid and
binding obligation of such party, enforceable against such party in accordance
with their respective terms.
In preparing this letter we have relied without independent verification
upon: (i) information contained in a certificate obtained from the Secretary of
State of the State of Delaware; (ii) factual information provided to us by the
Company or its representatives; and (iii) factual information we have obtained
from such other sources as we have deemed reasonable. We have assumed that there
has been no relevant change or development between the dates as of which the
information cited in the preceding sentence was given and the date of this
letter and that the information upon which we have relied is accurate and does
not omit disclosures necessary to prevent such information from being
misleading. In addition, we have not undertaken any investigation to determine
the facts upon which the advice in this letter is based.
Our advice on every legal issue addressed in this letter is based
exclusively on the General Corporation Law of the State of Delaware, the
internal law of the State of Illinois and the federal law of the United States,
and represents our opinion as to how that issue would be resolved were it to be
considered by the highest court in the jurisdiction which enacted such law.
Without limiting the generality of the preceding sentence, we express no opinion
with respect to compliance with any state securities (or "Blue Sky") laws or
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regulations. The manner in which any particular issue would be treated in any
actual court case would depend in part on facts and circumstances particular to
the case, and this letter is not intended to guarantee the outcome of any legal
dispute which may arise in the future.
We hereby consent to the filing of this letter with the Commission as
Exhibit 5 to the Registration Statement. In giving this consent, we do not
thereby 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.
This letter speaks as of the time of its delivery on the date it bears. We
do not assume any obligation to provide you with any subsequent opinion or
advice by reason of any fact about which we did not have actual knowledge at
that time, by reason of any change subsequent to that time in any law covered by
any of our opinions, or for any other reason.
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Material Sciences Corporation
October 6, 2000
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You may rely upon this letter only for the purpose described in the initial
paragraph of this letter in response to which it has been delivered. Without our
written consent: (i) no person other than you may rely on this letter for any
purpose; (ii) this letter may not be cited or quoted in any document or
communication which might encourage reliance upon this letter by any person or
for any purpose excluded by the restrictions in this paragraph; and (iii) copies
of this letter may not be furnished to anyone for purposes of encouraging such
reliance.
Very truly yours,
KIRKLAND & ELLIS
