EXHIBIT 5.1
October 18, 2000
Quaker Chemical Corporation
Elm and Lee Streets
Conshohocken, Pennsylvania 19428
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), filed on this date
by Quaker Chemical Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission"), to which this opinion letter is
attached as an exhibit, for the registration of 500,000 shares of Quaker
Chemical Corporation Common Stock, $1.00 par value per share ("Common
Stock"), which have been reserved for issuance under the Quaker Chemical
Corporation 2000 Employee Stock Purchase Plan (the "Plan").
We have examined the original or a photostatic or certified copy of such
documents, records, and other information as we deemed relevant and
necessary as the basis for the opinion set forth below. In such
examination, we have assumed, the authenticity of each document submitted to
us as an original, the conformity to the original document of each document
submitted to us as a certified copy or photostatic copy, and the
authenticity of the original of each such latter document. In addition, we
have assumed, in rendering the opinion set forth below, that any stock
certificate evidencing any shares of the Company's Common Stock registered
by this Registration Statement, when issued under the Plan, will have been
duly executed on behalf of the Company and will have been countersigned by
the Company's transfer agent and registered by the Company's registrar prior
to its issuance.
On the basis of our examination mentioned above, subject to the
assumptions stated and relying on statements of fact contained in the
documents that we have examined, we are of the opinion that the shares of
Common Stock registered pursuant to the Registration Statement have been
duly and validly authorized and reserved for issuance and that upon the
issuance of such shares and payment therefore in accordance with the
provisions of the Plan, the shares of Common Stock will be validly issued,
fully paid and non-assessable.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be
relied upon by you for any other purpose or furnished to, quoted to or
relied upon by any other person for any purpose without our prior written
consent. The opinions set forth above are rendered as of the date of this
letter. We assume no obligation to update or supplement any of these
opinions to reflect any changes of law or fact that may occur subsequent to
the date hereof.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ FOX, ROTHSCHILD, O'BRIEN & FRANKEL, LLP
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FOX, ROTHSCHILD, O'BRIEN & FRANKEL,
A Limited Liability Partnership
II-7
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