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EXHIBIT 5
Kelley Drye & Warren
Two Stamford Plaza
281 Tresser Boulevard
Stamford, CT 06801
(203) 351-8000
September 22, 2000
UCAR International Inc.
3102 West End Avenue, Suite 1100
Nashville, TN 37203
Re: Registration Statement on Form S-8
Dear Sirs and Madams:
We have acted as counsel to UCAR International Inc. (the "Company") in
connection with the Registration Statement on Form S-8 (the "Registration
Statement") which the Company proposes to file with the Securities and Exchange
Commission (the "SEC") under the Securities Act of 1933, as amended (the "Act"),
registering $15,000,000 of deferred compensation obligations (the "Deferred
Compensation Obligations") offered pursuant to the UCAR International Inc.
Compensation Deferral Program (the "Plan").
In connection with this opinion, we have examined and relied upon
copies, certified or otherwise identified to our satisfaction, of: (i) the
Registration Statement; (ii) the Company's Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws; (iii) the minute books and other
records of corporate proceedings of the Company, as made available to us by
officers of the Company, and (iv) the Plan, and have reviewed such matters of
law as we have deemed necessary or appropriate for the purpose of rendering this
opinion.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons and the genuineness
of all signatures on all documents examined by us. As to certain factual matters
material to this opinion, we have relied to the extent that we deemed proper
upon representations, warranties and statements of officers and other
representatives of the Company. This opinion is subject to the qualification
that we express no opinion as to any law of any jurisdiction other than the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America.
Based upon the foregoing, it is our opinion that the Deferred
Compensation Obligations have been duly authorized and, upon issuance and
payment therefor in accordance with the Plan, will be legal, valid and binding
obligations of the Company.
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UCAR International Inc.
September 22, 2000
Page 2
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred beyond that expressly stated herein. We assume no
obligation to revise or supplement this opinion should the General Corporation
Law of the State of Delaware or the federal laws of the United States of America
be changed by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to any references to us contained therein. In giving
such consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the SEC promulgated thereunder.
This opinion is furnished to you in connection with the filing of the
Registration Statement.
Very truly yours,
KELLEY DRYE & WARREN LLP
By: /s/ M. Ridgway Barker
_____________________
A Member of the Firm
