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Vice President and General Counsel
Cytec Industries Inc.
5 Garret Mountain Plaza
West Paterson, NJ 07424
EXHIBIT 5.1
December 15, 2000
Board of Directors
Cytec Industries Inc.
Five Garret Mountain Plaza
West Paterson, NJ 07424
Cytec Industries Inc.
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Debt Securities
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Ladies and Gentlemen:
I have acted as counsel for Cytec Industries Inc., a Delaware corporation
(the "Company"), in connection with the proposed issuance and sale from time to
time pursuant to Rule 415 under the Securities Act of 1933, as amended (the
"Securities Act"), of up to $400,000,000 aggregate principal amount of debt
securities (the "Debt Securities") of the Company to be registered under the
Securities Act on the Registration Statement on Form S-3 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission on
the same date hereof with respect to the Debt Securities and to be issued under
an indenture dated as of March 15, 1998 (the "Indenture") between the Company
and The Chase Manhattan Bank, as Trustee (the "Trustee").
In that connection, I have examined originals, or copies certified or
otherwise identified to my satisfaction, of such documents, corporate records
and other instruments as I have deemed necessary for the purposes of this
opinion, including the following: (a) the Certificate of Incorporation of the
Company; (b) the By-laws of the Company; (c) resolutions adopted by the Board of
Directors of the Company on October 12, 2000, authorizing the registration of
the Debt Securities under the Securities Act; (d) the Registration Statement and
prospectus included therein (the "Prospectus"); and (e) the Indenture.
I have also assumed that (i) the Registration Statement and any amendments
thereto (including post-effective amendments) will become effective and comply
with all applicable laws; (ii) the Registration Statement will be effective and
will comply with all applicable laws at the time the Debt Securities are offered
or issued as contemplated by the Registration Statement; (iii) a prospectus
supplement (the "Prospectus Supplement") will be prepared and filed with the
Securities and Exchange Commission describing the Debt Securities offered
thereby and will comply with all applicable laws; (iv) the terms of the Debt
Securities and of their issuance and sale will be established in conformity with
the Indenture, will not violate any applicable laws or result in a default under
or breach of any agreement or instrument (including the Certificate of
Incorporation
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2
of the Company which includes the Certificate of Designations, Preferences and
Rights of Series C Cumulative Preferred Stock) binding upon the Company and will
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company; (v) the Debt Securities will be
issued and sold in compliance with applicable Federal and state securities laws
and in the manner stated in the Registration Statement and the applicable
Prospectus Supplement; and (vi) any applicable definitive purchase, underwriting
or similar agreement with respect to the Debt Securities offered or issued will
be duly authorized and validly executed and delivered by the Company and the
other parties thereto.
Based upon and subject to the foregoing, I am of opinion that with respect
to any Debt Securities to be issued under the Indenture, when (A) the Trustee is
qualified to act as trustee under the Indenture, (B) the Board of Directors of
the Company or a duly constituted and acting committee thereof (such Board of
Directors or committee being hereinafter referred to as the "Board") has taken
all necessary corporate action to approve the issuance and terms of such Debt
Securities, the terms of the offering thereof and any related matters and (C)
such Debt Securities have been duly executed, authenticated, issued and
delivered in accordance with the provisions of the Indenture and any applicable
definitive purchase, underwriting or similar agreement approved by the Board,
upon payment of the consideration therefor as provided therein, such Debt
Securities will be validly issued and will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms (subject to applicable bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium or other similar laws affecting creditors'
rights generally from time to time in effect and subject to general principles
of equity, regardless of whether such enforceability is considered in a
proceeding in equity or at law).
I am admitted to practice in the State of New York, and I express no
opinion as to any matters governed by any law other than the law of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
law of the United States of America.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Matters" in the Prospectus filed as part of the Registration Statement.
Very truly yours,
/s/ E. F. Jackman
