EX-5.1 23 a2229838zex-5_1.htm EX-5.1

Exhibit 5.1

 

[LETTERHEAD OF SIMPSON THACHER & BARTLETT LLP]

 

September 30, 2016

 

Summit Materials, LLC

Summit Materials Finance Corp.

1550 Wynkoop Street, 3rd Floor

Denver, Colorado 80202

 

Ladies and Gentlemen:

 

We have acted as counsel to Summit Materials, LLC, a Delaware limited liability company (the “Company”), and Summit Materials Finance Corp., a Delaware corporation (together with the Company, the “Issuers”), and to the subsidiaries of the Company listed on Schedule I hereto (the “Delaware Guarantors”) and the subsidiaries of the Company listed on Schedule II hereto (the “Non-Delaware Guarantors” and, together with the Delaware Guarantors, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the issuance by the Issuers of up to $250,000,000 aggregate principal amount of 8.500% Senior Notes due 2022 (the “Exchange Securities”) and the issuance by the Guarantors of guarantees (the “Exchange Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the Exchange Guarantees will be issued under an indenture, dated as of March 8, 2016 (as amended by the first supplemental indenture, dated as of April 5, 2016, by the second supplemental indenture, dated as of May 25, 2016, and by the third supplemental indenture, dated as of September 23, 2016, the “Indenture”), among

 


 

the Issuers, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). The Exchange Securities and the Exchange Guarantees will be offered by the Issuers and the Guarantors in exchange for their outstanding 8.500% Senior Notes due 2022 and the guarantees thereof that were issued on March 8, 2016.

 

We have examined the Registration Statement and the Indenture (including the form of Exchange Security and the terms of the Exchange Guarantees set forth therein), which has been filed with the Commission as an exhibit to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Issuers and the Guarantors.

 

In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee. We have assumed further that (i) each of the Non-Delaware Guarantors is validly existing and in good standing under the laws of its jurisdiction of incorporation or formation, (ii) each of the Non-Delaware Guarantors has duly authorized, executed and delivered the Indenture and has duly authorized and will duly issue the Guarantees in accordance with its respective organizational documents and the laws of its

 

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jurisdiction of incorporation or formation and (iii) the authorization, execution, delivery, issuance and performance by each of the Non-Delaware Guarantors of the Indenture and the Guarantees, as applicable, do not violate its respective organizational documents or the laws of its jurisdiction of incorporation or formation or any other jurisdiction.

 

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

 

1.                                      When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture pursuant to the exchange offer described in the Registration Statement, the Exchange Securities will constitute valid and legally binding obligations of the Issuers, enforceable against the Issuers in accordance with their terms.

 

2.                                      When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture pursuant to the exchange offer described in the Registration Statement and (b) the Exchange Guarantees have been duly issued, the Exchange Guarantees will constitute valid and legally binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

 

Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

 

We do not express any opinion herein concerning any law other than the law of the State of New York, the Delaware General Corporation Law and the Delaware Limited Liability Company Act.

 

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We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

 

 

Very truly yours,

 

 

 

 

 

/s/ Simpson Thacher & Bartlett LLP

 

 

 

SIMPSON THACHER & BARTLETT LLP

 

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SCHEDULE I

 

Delaware Guarantors

 

Entity Name

 

Alleyton Resource Company, LLC

Alleyton Services Company, LLC

Austin Materials, LLC

Continental Cement Company, L.L.C.

Kilgore Companies, LLC

RK Hall, LLC

Summit Materials Corporations I, Inc.

Summit Materials Holdings II, LLC

Summit Materials International, LLC

 


 

SCHEDULE II

 

Non-Delaware Guarantors

 

Subsidiary

 

State of Incorporation
or Organization

Elam Construction, Inc.

 

Colorado

Concrete Supply of Topeka, Inc.

 

Kansas

Cornejo & Sons, L.L.C.

 

Kansas

Hamm, Inc.

 

Kansas

N.R. Hamm Contractor, LLC

 

Kansas

N.R. Hamm Quarry, LLC

 

Kansas

Penny’s Concrete and Ready Mix, L.L.C.

 

Kansas

R.D. Johnson Excavating Company, LLC

 

Kansas

Bourbon Limestone Company

 

Kentucky

Hinkle Contracting Company, LLC

 

Kentucky

Con-Agg of MO, L.L.C.

 

Missouri

Green America Recycling, LLC

 

Missouri

Sierra Ready Mix Limited Liability Company

 

Nevada

American Materials Company, LLC

 

North Carolina

H.C. Rustin Corporation

 

Oklahoma

Buckhorn Materials, LLC

 

South Carolina

Colorado County Sand & Gravel Co., L.L.C.

 

Texas

Industrial Asphalt, LLC

 

Texas

Pelican Asphalt Company LLC

 

Texas

SCS Materials, LLC

 

Texas

Troy Vines, Incorporated

 

Texas

B&B Resources, Inc.

 

Utah

Kilgore Partners, L.P.

 

Utah

LeGrand Johnson Construction Co.

 

Utah

Boxley Materials Company

 

Virginia

Lewis & Lewis, Inc.

 

Wyoming