EX-5.2 3 dex52.htm OPINION OF GENERAL COUNSEL OF U.S. CONCRETE. Opinion of General Counsel of U.S. Concrete.

Exhibit 5.2

 

June 15, 2004

 

U.S. Concrete, Inc.

2925 Briarpark

Suite 500

Houston, Texas 77042

 

Ladies and Gentlemen:

 

As set forth in the Registration Statement on Form S-4, Reg. No. 333-115443 (the “Registration Statement”), filed by U.S. Concrete, Inc., a Delaware corporation (the “Company”), and the subsidiary guarantors identified in the Registration Statement (the “Subsidiary Guarantors”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration under the Securities Act of the offering of (1) $200 million aggregate principal amount of 8 3/8% senior subordinated notes due 2014 (the “New Notes”) to be offered by the Company in exchange (the “Exchange Offer”) for a like principal amount of its issued and outstanding 8 3/8% senior subordinated notes due 2014 (the “Outstanding Notes”) and (2) the related subsidiary guarantees of the New Notes by the Subsidiary Guarantors (the “Guarantees”), in my capacity as General Counsel of the Company, I am passing on certain legal matters in connection with the Guarantees for the Company. The Company will issue the New Notes under an Indenture dated as of March 31, 2004 (the “Indenture”) among the Company, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee (the “Trustee”). At your request, this opinion is being furnished to you for filing as Exhibit 5.2 to the Registration Statement.

 

In furnishing this opinion, I have examined: (1) the applicable certificate or articles of incorporation and bylaws, limited liability company agreement or limited partnership agreement, as applicable, of each Subsidiary Guarantor, in each case as amended to date, (2) the Registration Statement and its exhibits, including the Indenture, and (3) the originals, or copies certified or otherwise identified, of corporate records of each Subsidiary Guarantor, including the minute books of each Subsidiary Guarantor, certificates of public officials and of representatives of each subsidiary guarantor, statutes and other instruments and documents as a basis for the opinion I express below. In giving this opinion, I have assumed that all signatures on documents that I have examined are genuine, all documents submitted to me as originals are authentic and all documents submitted as certified or photostatic copies conform to the original copies of those documents and those original copies are authentic. In addition, I have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee.

 

Based on and subject to the foregoing, and subject to the assumptions, limitations and qualifications set forth below, I am of the opinion that when (1) the Registration Statement has become effective under the Securities Act and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended, and (2) the New Notes have been duly executed, authenticated and delivered in accordance with the provisions of


U.S. Concrete, Inc.

June 15, 2004

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the Indenture and issued in exchange for the Outstanding Notes tendered pursuant to, and in accordance with the terms of, the Exchange Offer as contemplated by the Registration Statement, the Guarantees will constitute the legal, valid and binding obligations of the respective Subsidiary Guarantors, in each case enforceable against such Subsidiary Guarantor in accordance with the terms thereof, except to the extent that the enforceability thereof may be limited by (a) any applicable bankruptcy, reorganization, insolvency, fraudulent transfer or conveyance, moratorium or other laws relating to or affecting creditors’ rights generally, (b) general principles of equity, regardless of whether that enforceability is considered in a proceeding in equity or at law, and (c) any implied covenants of good faith and fair dealing.

 

I am licensed to practice law only in the State of Texas. For purposes of the opinion set forth above, I have assumed that the laws of any applicable jurisdiction other than the States of Delaware and Texas are identical to the laws of the State of Texas. This opinion is provided in my capacity as General Counsel of the Company and not in my individual capacity as an attorney.

 

I hereby consent to the filing of this opinion of counsel as Exhibit 5.2 to the Registration Statement.

 

Very truly yours,

 

/s/ Donald Wayne

 

 

Donald Wayne

General Counsel