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Exhibit 5
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KIRKLAND & ELLIS
PARTNERSHIPS INCLUDING PROFESSIONAL CORPORATIONS
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2000 Facsimile:
312-861-2200
October 6, 2000
Material Sciences Corporation
2200 East Pratt Boulevard
Elk Grove Village, Illinois 60007-5995
Re: Material Sciences Corporation Amended and Restated 1992 Omnibus
Stock Awards Plan for Key Employees
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 425,000 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
1992 Omnibus Stock Awards Plan for Key Employees (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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KIRKLAND & ELLIS
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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KIRKLAND & ELLIS
Material Sciences Corporation
October 6, 2000
Page 3
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
