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EXHIBIT 5.1
[STIKEMAN ELLIOTT LETTERHEAD]
August 30, 2000
VIA FACSIMILE AND COURIER
Zemex Corporation
Canada Trust Tower
BCE Place
Suite 3750
161 Bay Street
Toronto, Ontario
M5J 2S1
Ladies and Gentlemen:
RE: SALE OF COMMON SHARES PURSUANT TO REGISTRATION STATEMENT ON
FORM S-8 COVERING 1999 STOCK OPTION PLAN OF ZEMEX
CORPORATION
We have acted as counsel to Zemex Corporation (the "Company") in
connection with the registration by the Company of 100,000 common shares (the
"Shares"), described in the Registration Statement on Form S-8 of the Company
being filed with the Securities and Exchange Commission concurrently herewith.
The Shares may be issued by the Company pursuant to the 1999 Stock Option Plan
(the "Plan") of Zemex Corporation. In such connection, we have examined certain
corporate records and proceedings of the Company, including actions taken by the
Company's Board of Directors in respect of the authorization and issuance of the
Shares to meet the requirements of the Plan, and such other matters as we deemed
appropriate.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued as contemplated by the Plan, will be legally
issued, fully paid and non-assessable shares in the capital stock of the
Company.
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We hereby consent to be named in the Registration Statement and in the
Prospectus constituting a part thereof, as amended from time to time, as the
attorneys who will pass upon legal matters in connection with the issuance of
the Shares, and to the filing of this opinion as an exhibit to the aforesaid
Registration Statement.
Yours truly,
/s/ STIKEMAN ELLIOTT
STIKEMAN ELLIOTT
