LYONDELL CHEMICAL COMPANY and the Guarantors party hereto 8.000% Senior Unsecured Notes due 2014 8.250% Senior Unsecured Notes due 2016 UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2006 • Lyondell Chemical Co • Industrial organic chemicals • New York
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling collect 1-212-834-4533.
ONE SHELL PLAZA 910 LOUISIANA HOUSTON, TEXAS 77002-4995 TEL +1 713.229.1234 FAX +1 713.229.1522 www.bakerbotts.com AUSTIN DALLAS DUBAI HONG KONG HOUSTON LONDON MOSCOW NEW YORK RIYADH WASHINGTONOpinion Letter • September 18th, 2006 • Lyondell Chemical Co • Industrial organic chemicals
Lyondell Chemical Company, a Delaware corporation (the “Company”), and the subsidiary guarantors named in Schedule I hereto (the “Guarantors”), have engaged us to render the opinions we express below in connection with the Company’s offering of $875,000,000 of 8% Senior Unsecured Notes due 2014 (the “2014 Notes”), $900,000,000 of 8 1/4% Senior Unsecured Notes due 2016 (the “2016 Notes” and, together with the 2014 Notes, the “Notes”) and the issuance of the related guarantees of the Notes by the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”), under the Registration Statement on Form S-3 (Reg. No. 333-137149) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “1933 Act”) by the Company and the Guarantors. The Registration Statement provides for the offering, issuance and sale from time to time of the securities described therein. At your request, this opinion is being furnished to you for filing on a Cu
