Opinion of Kirkland & Ellis LLP

We are issuing this opinion letter in our capacity as special legal counsel to IPSCO Inc., a Canadian corporation (the “Issuer”), and each of the guarantors listed on Schedule A hereto (such guarantors are hereinafter referred to as the “Guarantors” and the Guarantors, together with the Issuer, are hereinafter referred to as the “Registrants”), in connection with the proposed registration by the Issuer of $200,000,000 in aggregate principal amount of the Issuer’s 8³/4% Senior Notes due 2013 (the “Exchange Notes”) pursuant to a Registration Statement on Form F-4 originally filed with the Securities and Exchange Commission (the “Commission”) on September 15, 2003, under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as amended or supplemented, is hereinafter referred to as the “Registration Statement”). The obligations of the Issuer under the Exchange Notes will be guaranteed by the Guarantors (the “Guarantees”). The Exchange Notes and the Guarantees are to be issued pursuant to an indenture (as amended and supplemented from time to time, the “Indenture”), dated as of June 18, 2003, between the Issuer, the Guarantors and Wells Fargo Bank Minnesota, N.A., as trustee. The Exchange Notes and the Guarantees are to be issued in exchange for and in replacement of the Issuer’s outstanding 8³/4% Senior Notes due 2013 (the “Old Notes”), of which $200,000,000 in aggregate principal amount is outstanding.

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 for the purposes of this opinion, including (i) the Articles of Incorporation and By-Laws of the Registrants, (ii) minutes and records of the corporate proceedings of the Registrants with respect to the issuance of the Exchange Notes and the Guarantees, (iii) the Indenture, and (iv) the Registration Statement.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Registrants and the due authorization, execution and delivery of all documents by the parties thereto other than the Registrants. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Registrants and others.

Our opinion expressed below is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law affecting the enforcement of creditors’ rights generally, (ii) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and (iii) public policy considerations which may limit the rights of parties to obtain certain remedies.

Based upon and subject to these assumptions, qualifications and limitations and the further limitations set forth below, we are of the opinion that when (i) the Registration Statement becomes effective, (ii) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and (iii) the Exchange Notes have been duly executed and authenticated in accordance with the provisions of the Indenture and duly delivered to the holders thereof in exchange for the Old Notes, the Exchange Notes and the Guarantees will be validly issued and binding obligations of the Issuer and Guarantors, respectively.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this 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.

Our advice on every legal issue addressed in this letter is based exclusively on the internal law of the State of New York, the General Corporation Law of the State of Delaware and the Delaware case law decided thereunder, or the federal law of the United States of America. We note that the Issuer and certain of the Guarantors are organized in jurisdictions other than the State of Delaware, including Canada and the State of Alabama. We are not licensed to practice law in these other jurisdictions and consequently, in giving this opinion, we are relying on the opinions of (i) George H. Valentine with respect to the authorization, execution and delivery of the Indenture and the Guarantees and the authorization of the Exchange Notes by, as applicable, the Issuer and each of the Guarantors listed on Schedule A hereto that are organized under the laws of Canada, and (ii) Burr & Forman LLP with respect to the authorization, execution and delivery of the Indenture and the authorization of the Exchange Notes and the Guarantees by each of the Guarantors listed on Schedule A hereto that are organized under the laws of the State of Alabama.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the present laws of the State of New York or Delaware or the federal law of the United States of America be changed by legislative action, judicial decision or otherwise.

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

Very truly yours,

/S/ KIRKLAND & ELLIS LLP

KIRKLAND & ELLIS LLP

SCHEDULE A
Name of Guarantor		Jurisdiction of Organization

IPSCO Steel (Alabama) Inc.		Alabama

IPSCO Alabama Ltd.		Alabama

IPSCO Minnesota Inc.		Delaware

IPSCO Tubulars Inc.		Delaware

IPSCO Texas Inc.		Delaware

IPSCO Ontario Inc.		Canada

IPSCO Recycling Inc.		Canada

IPSCO Investments Inc.		Delaware

IPSCO Saskatchewan Inc.		Canada

IPSCO Steel Inc.		Delaware

IPSCO Enterprises Inc.		Delaware