EXHIBIT 5.1
June 16, 2000
Koppers Industries, Inc.
436 Seventh Avenue
Pittsburgh, PA 15219
Gentlemen:
We have acted as counsel for Koppers Industries, Inc., a Pennsylvania
corporation (the "Company"), with respect to the preparation of a Prospectus and
related Registration Statement on Form S-8 (the "Registration Statement"), to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of an aggregate of 1,299,195 shares of the Company's Common Stock
(the "Common Stock") pursuant to the Company's 1998 Stock Option Plan, 1997
Stock Option Plan, and Restated and Amended Stock Option Plan (collectively, the
"Plans").
In connection with our representation, we have examined: (a) the
Registration Statement; (b) the Articles of Incorporation and By-Laws of the
Company, as amended to date; (c) the Plans; and (d) such other minutes of
corporate proceedings, documents and records as we have deemed necessary to
enable us to render this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
Commonwealth of Pennsylvania.
2. When the consideration is paid and the shares have been issued, the
shares of Common Stock offered by the Company as contemplated in the
Registration Statement will be, when issued, validly issued, fully paid and
non-assessable.
We are admitted to the Bar of the Commonwealth of Pennsylvania. We
express no opinion herein as to the laws of any jurisdiction other than the laws
of the Commonwealth of Pennsylvania and the federal laws of the United States of
America.
This opinion is issued based upon the applicable laws in effect on the
date hereof. We assume no obligation to supplement this opinion letter if any
applicable laws change after the date hereof or if we become aware of any facts
that might change the opinion expressed herein after the date hereof. This
opinion letter is rendered solely for your benefit in connection with the
transactions described above. This opinion letter may not be used or relied upon
by any other person and may not be disclosed, quoted, filed with a government
agency or otherwise referred to without our prior written consent. The opinions
expressed in this letter are limited to the matters set forth in this letter,
and no other opinion or opinions should be inferred beyond the matters expressly
stated.
We hereby consent to the filing of this opinion as an exhibit to the
aforesaid Registration Statement and to the use of our name under the heading
"Legal Opinions" in the Prospectus forming a part of such Registration
Statement.
Very truly yours,
/s/ Metz Schermer & Lewis L.L.C.
