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Exhibit
5
April 28,
2008
The Board
of Directors
FutureFuel
Corp.
8235
Forsyth Blvd., 4th
Floor
Clayton,
Missouri 63105
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Re:
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Registration
on Form S-8 of 2,670,000 Shares of Common Stock for Issuance Pursuant
to the 2007 Omnibus Compensation
Plan
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Gentlemen:
In connection with the registration
with the Securities and Exchange Commission of 2,670,000 shares of common stock,
$0.0001 par value per share (the “Securities”),
of FutureFuel Corp., a Delaware corporation (the “Registrant”),
you have requested that we furnish you with our opinion as to the legality of
the issuance of the Securities in connection with the 2007 Omnibus Compensation
Plan (the “Plan”).
As counsel to the Registrant, we have
participated in the preparation of the Registration Statement on Form S-8
under the Securities Act of 1933, as amended (the “Registration
Statement”) with respect to the Securities. We have examined
and are familiar with the Registrant’s Certificate of Incorporation and Bylaws,
each as amended, records of corporate proceedings, the Registration Statement,
the Plan and such other documents and records as we have deemed necessary for
purposes of this opinion.
Based on the foregoing, we are of the
opinion that the Securities have been duly and validly authorized and will, when
issued as contemplated in the Plan, be legally issued, fully paid and
non-assessable.
We consent to the use of this opinion
as an exhibit to the Registration Statement.
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Sincerely,
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/s/
LEWIS, RICE & FINGERSH, L.C.
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LEWIS,
RICE & FINGERSH,
L.C.
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