EX-5.3 7 dex53.htm OPINION OF LIONEL SAWYER & COLLINS Opinion of Lionel Sawyer & Collins

Exhibit 5.3

 

 

April 14, 2004

 

To:   Airgas, Inc.
         259   North Radnor-Chester Road
         Suite   100
         Radnor,   PA 19087-5283

 

RE:   Airgas, Inc. $225,000,000 Principal Amount of 9.125% Senior Subordinated Notes due 2011

 

Ladies and Gentlemen:

 

Solely for the purpose of rendering this opinion, we have acted as special Nevada counsel to Red-D-Arc Inc., a Nevada corporation (the “Nevada Guarantor”), and subsidiary of Airgas, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance and exchange (the “Exchange Offer”) of up to $150,000,000 aggregate principal amount of the Company’s outstanding 6 1/4 % Senior Subordinated Notes due 2014 (the “Old Notes”) for a like principal amount of the Company’s 6 1/4 % Senior Subordinated Notes due 2014 (the “New Notes”) to be registered under the Securities Act of 1933 (the “Act”). The New Notes are to be issued pursuant to the indenture dated as of March 8, 2004 (the “Indenture”), among the Company, the Company’s subsidiaries listed on Schedule I thereto (the “Guarantors”) and The Bank of New York, as trustee (the “Trustee”).


In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of this opinion, including the Indenture. We have not reviewed, and express no opinion as to, any instrument or agreement referred to or incorporated by reference in the Indenture.

 

We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal mental capacity of natural persons and the conformity to originals of all copies of all documents submitted to us. We have relied upon the certificates of all public officials and corporate officers with respect to the accuracy of all matters contained therein.

 

Based upon the foregoing, we are of the opinion that:

 

1. The Nevada Guarantor has duly authorized, executed and delivered the Indenture.

 

2. The Nevada Guarantor has duly authorized the execution and delivery of the guarantee (the “Guarantee”) to be endorsed on the New Notes.

 

Nothing herein shall be deemed an opinion as to the laws of any jurisdiction other than the State of Nevada.

 

This opinion is intended solely for the use of the addressee and the holders of the New Notes in connection with the Exchange Offer. It may not be relied upon by any other person or for any other purpose, or reproduced or filed publicly by any person, without the written consent of this firm. We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as an exhibit to the Registration Statement (the “Registration Statement”) on Form S-4 under the Act relating to the Exchange Offer.

 

Very truly yours,

 

/S/    LIONEL SAWYER & COLLINS

 

Lionel Sawyer & Collins

 

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