EXHIBIT 5.1
June 16, 2000
Koppers Industries, Inc.
436 Seventh Avenue
Pittsburgh, PA 15219
Gentlemen:
This opinion is issued in conjunction with the proceedings taken and
proposed to be taken by Koppers Industries, Inc., a Pennsylvania corporation
(hereinafter the "Company") regarding the Company's registration of (i) Two
Hundred Fifty Thousand (250,000) shares of common stock (hereinafter the "Common
Stock") which will be purchased by the Employee Savings Plan of Koppers
Industries, Inc. and Subsidiaries and the Koppers Industries, Inc. Savings Plan
for Union Hourly Employees (hereinafter collectively the "Plan") on behalf of
the Plan participants and the registration of (ii) an indeterminate amount of
participation interests in the Plan (hereinafter the "Plan Interests").
We understand you will rely on this opinion in connection with the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission related to the registration of the
Common Stock to be sold to the Plan for the benefit of the Plan participants and
the registration of the Plan Interests.
We have examined applicable law and made such investigations that we
have deemed necessary and appropriate in order to render the opinion addressed
herein.
Based on the foregoing, we are of the opinion that:
(1) The Company is a corporation validly created and 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 are validly issued, fully paid and are non-assessable.
(3) The Plan is subject to the Employee Retirement Income Security Act
of 1974, as amended (hereinafter "ERISA") and the form of the Plan is intended
to satisfy the technical tax qualification provisions of the Internal Revenue
Code of 1986, as amended (hereinafter the "Code"), although it should be noted
that whether any plan qualifies under the Code is a question based upon factual
considerations prevailing from time to time. Some of these factual
considerations involve the operation of the Plan and whether the Plan includes
at least a specified percentage of the Company's non-highly compensated
employees. We have made no review of the Plan's operations or the composition of
Plan participants. Therefore, we do not express any opinion as to whether the
terms of the Plan, as amended and restated, effective January 1, 1999,
accurately reflects its operation, whether the operation of the Plan is
consistent with the terms thereof, or whether the individuals who are deemed
eligible to participate in the Plan are sufficient to satisfy certain
demographic requirements for tax qualification under the Code. While our opinion
is not binding upon any governmental agency, we believe the Internal Revenue
Service would issue a favorable opinion upon submission of the Plan with a
request for a determination, at least with respect to the form of the Plan, as
amended and restated effective January 1, 1999.
We note that the Internal Revenue Service may require that
modifications be made to the Plan. The Company, however, has expressly reserved
the right in the Plan to make such modifications to the Plan as are required to
obtain receipt of a favorable determination letter from the Internal Revenue
Service.
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Our opinion is based upon the Plan as it is now designed and drafted
and upon the provisions of ERISA, the Code, governmental regulations and
judicial authorities in effect as of the date of this opinion letter. Any of
this may change in the future with retroactive effect.
We have been advised that the Company has submitted the Plan to the
Internal Revenue Service in January 2000 and will make all changes required by
the Internal Revenue Service in order to qualify the Plan.
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 to which we have made specific reference.
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 governmental
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.
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