Please wait
EXHIBIT
5.1
January
16, 2007
Grupo
Simec, S.A.B. de C.V.
Calzada
Lázaro Cárdenas No. 601,
Colonia
La Nogalera
Guadalajara,
Jalisco
C.P.
44440
Re: Grupo
Simec, S.A.B. de C.V.
Registration
Statement on Form F-1
Dear
Sirs:
We
act as
Mexican counsel to Grupo Simec, S.A.B. de C.V., a company organized under the
laws of Mexico (the "Company"),
in
connection with the proposed offer and sale of its 60,000,000 (sixty million)
common Series B shares, no par value (the "Series
B Shares"),
and
Series B Shares represented by American Depositary Shares (the "ADSs")
in,
among other jurisdictions, the United States, as described in the Registration
Statement on Form F-1 (No. 333-138239) (the “Registration
Statement”)
filed
by the Company with the United States Securities and Exchange Commission (the
"Commission").
In
furnishing this opinion, we have reviewed the Registration Statement and have
examined such records, representations, documents, certificates, or other
instruments, as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. In addition, we have examined originals
or
copies, certified or otherwise identified to our satisfaction, of the Articles
of Incorporation (Acta Constitutiva), the amended and restated Bylaws (Estatutos
Sociales) of the Company and the resolutions of the meeting of the shareholders
of the Company approving the issuance and the sale of the Series B Shares and
the Series B Shares underlying the ADSs. We have assumed the authenticity of
all
documents submitted to us as originals and the conformity to original documents
of all copies submitted to us.
Upon
the
basis of such examination, we are of the opinion that:
(i) the
Company has been duly incorporated and is validly existing as a corporation
under the laws of Mexico; and
(ii) the
Series B Shares, including the Series B Shares underlying the ADSs, have been
legally issued and when paid, such shares will be fully paid and
non-assessable.
The
foregoing opinion is limited to the laws of Mexico and we express no opinion
as
to the laws of any other jurisdiction.
We
hereby
give our consent to file this opinion as an exhibit to the Registration
Statement, and to the reference to us under the heading "Legal Matters" in
the
Registration Statement. In giving such consent, we do not thereby concede that
we are within the category of persons whose consent is required under Section
7
of the U.S. Securities Act of 1933, as amended, or the rules and regulations
of
the Commission thereunder.
| |
Sincerely, |
| |
|
| |
|
| |
/s/ Mijares,
Angoitia, Cortés y Fuentes, S.C. |
| |
Mijares,
Angoitia, Cortés y Fuentes,
S.C.
|