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EXHIBIT 5.1
[MORGAN, LEWIS & BOCKIUS LLP LETTERHEAD]
, 2000
United States Lime & Minerals, Inc.
13800 Montfort Drive
Suite 330
Dallas, TX 75240
Re: Registration Statement on Form S-3 under the Securities Act of 1933, as
Amended
Ladies and Gentlemen:
We have acted as counsel to United States Lime & Minerals, Inc., a
Texas corporation (the "Company"), in connection with the filing with the
Securities and Exchange Commission (the "SEC"), pursuant to the Securities Act
of 1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder, of a Registration Statement on Form S-3 (the "Registration
Statement") for the purpose of registering [ ] shares of common stock, par value
$0.10 per share (the "Shares") of the Company, to be offered (the "Rights
Offering") by the Company pursuant to subscription rights (the "Rights").
We have participated in the preparation of the Registration Statement,
and we have examined the Restated Articles of Incorporation and the Bylaws of
the Company, as amended to date, and such other documents, records, statutes and
decisions as we have deemed necessary or appropriate for the purposes of the
opinion expressed herein. As to matters of fact, we have relied on
representations of officers and representatives of the Company. In our
examination, we have assumed the genuineness of documents submitted to us as
originals and the conformity with the original of all documents submitted to us
as copies thereof.
Based upon the foregoing, we advise you that, in our opinion, when
issued and delivered upon the exercise of the Rights in accordance with the
terms and conditions of the Rights Offering as described in the Registration
Statement, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Opinion" in the Prospectus. In giving this consent, we do not thereby admit that
we are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,
Morgan, Lewis & Bockius LLP
