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EXHIBIT 5.1
Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, D.C. 20036
December 27, 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
offering 1,818,181 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.
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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 Matters" 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,
/s/ Morgan, Lewis & Bockius LLP
