Exhibit 5.1
JONES DAY
NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114-1190
TELEPHONE: (216) 586-3939 • FACSIMILE: (216) 579-0212
July 27, 2010
Ferro Corporation
1000 Lakeside Avenue
Cleveland, Ohio 44114-7000
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Registration Statement on Form S-3 Filed by Ferro Corporation |
Ladies and Gentlemen:
We have acted as counsel for Ferro Corporation, an Ohio corporation (the “Company”), in
connection with the authorization of the issuance and sale from time to time, on a delayed basis,
by the Company of debt securities of the Company (the “Securities”), in one or more series, in each
case, as contemplated by the Registration Statement on Form S-3 to which this opinion has been
filed as an exhibit (as the same may be amended from time to time, the “Registration Statement”).
The Securities may be offered and sold from time to time pursuant to Rule 415 under the Securities
Act of 1933 (the “Securities Act”).
In connection with the opinion expressed herein, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the
foregoing, and subject to the further limitations, qualifications and assumptions set forth herein,
we are of the opinion that the Securities, upon receipt by the Company of such lawful consideration
therefor as the Company’s Board of Directors (or an authorized committee thereof) may determine,
will constitute valid and binding obligations of the Company.
In rendering the foregoing opinion, we have assumed that: (i) the Registration Statement, and
any amendments thereto, will have become effective (and will remain effective at the time of
issuance of any Securities thereunder); (ii) a prospectus supplement describing each series of
Securities offered pursuant to the Registration Statement, to the extent required by applicable law
and relevant rules and regulations of the Securities and Exchange Commission (the “Commission”),
will be timely filed with the Commission; (iii) the definitive terms of each series of Securities
will have been established in accordance with the authorizing resolutions adopted by the Company’s
Board of Directors (or an authorized committee thereof), the Company’s Eleventh Amended Articles of
Incorporation and applicable law; (iv) the Company will issue and deliver the Securities in the
manner contemplated by the Registration Statement; (v) the resolutions authorizing the Company to
issue, offer and sell the Securities will have been adopted by the Company’s Board of Directors (or
an authorized committee thereof) and will be in full force and effect at all times at which the
Securities are offered or sold by the Company; (vi) all Securities will be issued in compliance
with applicable federal and state securities laws; and (vii) the Indenture (as defined below) will
be governed and construed in accordance with the laws of the State of New York and will constitute
a valid and binding obligation of each party thereto other than the Company.
ATLANTA • BEIJING • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS • DUBAI • FRANKFURT • HONG KONG • HOUSTON
IRVINE • LONDON • LOS ANGELES • MADRID • MEXICO CITY • MILAN • MOSCOW • MUNICH • NEW DELHI • NEW YORK • PARIS
PITTSBURGH • SAN DIEGO • SAN FRANCISCO • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON
JONES DAY
Ferro Corporation
July 27, 2010
Page 2
With respect to any Securities, we have further assumed that: (i) an Indenture with respect to
such Securities will have been authorized, executed and delivered by the Company and the applicable
trustee in a form approved by us (the “Indenture”), and the Indenture will have been qualified
under the Trust Indenture Act of 1939; (ii) all terms of such Securities not provided for in the
Indenture will have been established in accordance with the provisions of the Indenture and
reflected in appropriate documentation approved by us and, if applicable, executed and delivered by
the Company and the trustee; and (iii) such Securities will be executed, authenticated, issued and
delivered in accordance with the provisions of the Indenture.
The opinion expressed herein is limited by bankruptcy, insolvency, reorganization, fraudulent
transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and
related regulations and judicial doctrines from time to time in effect relating to or affecting
creditors’ rights generally, and by general equitable principles and public policy considerations,
whether such principles and considerations are considered in a proceeding at law or at equity.
As to facts material to the opinions and assumptions expressed herein, we have relied upon
oral or written statements and representations of officers and other representatives of the Company
and others. The opinions expressed herein are limited to the laws of the State of New York and the
laws of the State of Ohio, in each case as currently in effect, and we express no opinion as to the
effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement
and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting
a part of such Registration Statement. In giving such consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7 of the Securities Act
or the rules and regulations of the Commission promulgated thereunder.
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Very truly yours,
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/s/ Jones Day
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