XXXXXX & XXXXXXX
A PROFESSIONAL CORPORATION
LAWYERS
ONE LEADERSHIP SQUARE
000 XXXXX XXXXXXXX, XXXXX 0000
XXXXXXXX XXXX, XXXXXXXX 00000-0000
September 1, 1998
LSB Industries, Inc.
00 Xxxxx Xxxxxxxxxxxx
Xxxx Xxxxxx Xxx 000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Re: LSB Industries, Inc.; Form S-8 Registration Statement
Non-Qualified Stock Option Agreement-1998; Our File
No. 7033.11
___________________________________________________
Ladies and Gentlemen:
We are delivering this opinion to you in connection with the
preparation and filing with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended
(the "Act"), of the Registration Statement on Form S-8 (the
"Registration Statement") of LSB Industries, Inc., a Delaware
corporation (the "Company"), for the registration of 75,000 shares
of the Company's common stock, $0.10 par value (the "Common
Stock"), to be issued by the Company pursuant to certain Non-
Qualified Stock Option Agreements-1998 granted to employees of the
Company or the Company's wholly owned subsidiaries (collectively,
the "Non-Qualified Agreements") from time to time to employees of
the Company and its subsidiaries.
In connection with this opinion, the undersigned has examined
and relied upon such corporate records, certificates, other
documents and questions of law, as we have considered necessary or
appropriate for the purposes of this opinion, including, but not
limited to, the following:
(a) Company's Certificate of Incorporation, as amended;
(b) Company's Bylaws, as amended;
(c) the Non-Qualified Agreements;
LSB Industries, Inc.
September 1, 1998
Page 2
(d) Resolutions of the Board of Directors of the Company,
dated April 22, 1998;
(e) Certificate of Good Standing of the Company issued
by the Secretary of State of Delaware, July 23,
1998;
(f) Registration Statement; and
(g) Summary Information regarding the Non-Qualified Agreements.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of all persons, the authenticity of
all documents submitted as originals, the conformity with the
original documents of all documents submitted as certified or
photostatic copies, and the authenticity of the originals of such
copies. We have further assumed that any shares of the Company's
Common Stock to be issued under the Non-Qualified Agreements will
have been issued pursuant to the terms of the Non-Qualified
Agreements and will have been registered in accordance with the Act,
absent the application of an exemption from registration, prior to
the issuance of such shares.
In reliance upon and based on such examination and review, we
are of the opinion that, when the Registration Statement becomes
effective pursuant to the rules and regulations of the Commission,
the 75,000 shares of Common Stock which may be issued pursuant to
the Non-Qualified Agreements will constitute, when purchased and
issued pursuant to the terms of the Non-Qualified Agreements, duly
authorized, validly issued, fully paid and nonassessable shares of
Common Stock of the Company.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the reference to Xxxxxx &
Xxxxxxx, a Professional Corporation, in Item 5 "Interests of Named
Experts and Counsel" of the Registration Statement. However,
in rendering this opinion, we do not admit that we are acting within
the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Act.
Very truly yours,
XXXXXX & XXXXXXX,
a Professional Corporation
/s/ Xxxxxx & Xxxxxxx, P. C.
IHS/MHB/plh
