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THOMPSON HINE & FLORY LLP
2000 Courthouse Plaza NE
P.O. Box 8801
Dayton, Ohio 45401-8801
937-443-6600
Fax 443-6635
August 1, 2000
Dayton Superior Corporation
7777 Washington Village Drive, Suite 130
Dayton, Ohio 45459
Ladies and Gentlemen:
We have acted as counsel to Dayton Superior Corporation, an Ohio
corporation (the "COMPANY"), and Symons Corporation, a Delaware corporation,
and Dur-O-Wal, Inc., a Delaware corporation (each a "GUARANTOR" and,
collectively, the "GUARANTORS") in connection with the registration, by means
of the Company's Registration Statement on Form S-4 (the "REGISTRATION
STATEMENT") filed with the Securities and Exchange Commission (the
"COMMISSION") under the Securities Act of 1933, as amended (the "ACT"), of:
(i) $170,000,000 in aggregate principal amount of the Company's 13% Senior
Subordinated Notes due 2009 (the "EXCHANGE NOTES") issued pursuant to an
indenture (the "INDENTURE") dated as of June 16, 2000 among the Company, the
Guarantors, as guarantors, and the United States Trust Company of New York,
as trustee (the "TRUSTEE"), and (ii) the Guarantors' guarantees of the
Exchange Notes (the "GUARANTEES") pursuant to the Indenture. The Exchange
Notes will be issued in exchange for the Company's outstanding 13% Senior
Subordinated Notes due 2009 (the "OLD NOTES") and the associated guarantees
of the Guarantors on the terms set forth in the prospectus contained in the
Registration Statement and the Letter of Transmittal filed as an exhibit
thereto (the "EXCHANGE OFFER").
In connection with the opinions expressed in this letter, we have
reviewed the Indenture, the Old Notes and the Exchange Notes and all such
corporate proceedings, documents and records of the Company and the
Guarantors and all such other matters as we have deemed necessary or
appropriate for purposes of this opinion.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as copies and the authenticity of
the originals of such copies. As to any facts material to our opinions which
were not independently established or verified, we have relied upon oral or
written statements of officers and other representatives of the Company, the
Guarantors and others, including public officials.
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Dayton Superior Corporation
August 1, 2000
Page 2
To the extent that the obligations of the Company and the Guarantors
under the Indenture and the Exchange Notes may be dependent upon such
matters, we have assumed for purposes of our opinions that: (i) the Trustee
is duly organized, validly existing and in good standing under the laws of
its jurisdiction of organization and is duly qualified to engage in the
activities contemplated by the Indenture; (ii) the Indenture has been duly
authorized, executed and delivered by the Trustee and constitutes the legally
valid, binding and enforceable obligation of the Trustee enforceable against
the Trustee in accordance with its terms; (iii) the Trustee is in compliance,
generally and with respect to acting as a trustee under the Indenture; with
all applicable laws and regulations; and (iv) the Trustee has the requisite
organizational and legal power and authority to perform its obligations under
the Indenture.
Based upon the foregoing, it is our opinion that:
(1) The Exchange Notes have been duly authorized by all necessary
corporate action on the part of the Company and, upon issuance, delivery and
payment therefor in accordance with the terms of the Exchange Offer and the
Indenture, will be validly issued, fully paid and nonassessable and
enforceable against the Company in accordance with their terms.
(2) Each of the Guarantees has been duly authorized by all necessary
corporate action on the part of the respective Guarantors and, when the
Exchange Notes are executed, authenticated and delivered in accordance with
the terms of the Exchange Offer and the Indenture, the Guarantees will be the
legally valid and binding obligations of the Guarantors, enforceable against
the Guarantors in accordance with their terms.
The opinions set forth above are subject to the following
qualifications and limitations:
(i) The enforceability of the Exchange Notes and the Guarantees
may be limited by the effect of bankruptcy, insolvency,
fraudulent transfer, fraudulent conveyance, liquidation,
reorganization, moratorium and other laws and court decisions
affecting the rights and remedies of creditors.
(ii) The enforceability of the Exchange Notes and the Guarantees
may be limited by the effect of general principles of equity,
whether enforcement is considered in a proceeding in equity or
at law, and the discretion of the court before which any
proceeding therefor may be brought.
(iii) We express no opinion concerning the enforceability of the
waiver of rights or defenses contained in Section 4.06 of the
Indenture.
(iv) We express no opinion with respect to whether acceleration of
the Exchange Notes may affect the collectibility of that
portion of the stated principal amount thereof that might be
determined to constitute unearned interest thereon.
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Dayton Superior Corporation
August 1, 2000
Page 3
We are rendering this opinion as members of the Bar of the State of
Ohio, and we express no opinion as to matters governed by laws other than
those of the State of Ohio and the General Corporation Law of the State of
Delaware.
Our opinions are limited to the conclusions specifically stated
herein, and no opinion may be inferred or implied beyond such specific
conclusions. We disclaim any undertaking or obligation to advise you of any
changes in the conclusions or other matters covered in this letter that
hereafter may come to our attention.
We consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained under the
heading "Legal Matters."
Very truly yours,
/s/ THOMPSON HINE & FLORY LLP
DAN
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