EX-5.1 2 a07-10156_1ex5d1.htm EX-5.1

Exhibit 5.1

 

Sears Tower, Suite 5800

 

233 S. Wacker Dr.

 

Chicago, Illinois 60606

 

Tel: (312) 876-7700 Fax: (312) 993-9767

 

www.lw.com

 

 

 

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April 25, 2007

 

Accuride Corporation

7140 Office Circle

Evansville, IN 47715

 

Re:             Accuride Corporation Registration Statement on Form S-3 – 12,447,194 Shares of Common Stock, Par Value $0.01 Per Share

Ladies and Gentlemen:

We have acted as special counsel to Accuride Corporation, a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 12,447,194 shares of common stock, $0.01 par value per share (the “Shares”), pursuant to a registration statement on Form S-3 under the Act filed with the Securities and Exchange Commission (the “Commission”) on April 10, 2007, as amended by Amendment No. 1 filed on April 25, 2007 (collectively, the “Registration Statement”), on behalf of the selling stockholders named therein.  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to this issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action of the Company, and are validly issued, fully paid and nonassessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.”  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Latham & Watkins LLP