-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BWndX67w8aEFaQM9yDzjuw/UfStfPIAW5xpXG6NDsGgT2dlm/uhLd4koE3hDLiRg 4bwxyUj2st+ITGL/LThBCg== /in/edgar/work/0000950129-00-004848/0000950129-00-004848.txt : 20001005 0000950129-00-004848.hdr.sgml : 20001005 ACCESSION NUMBER: 0000950129-00-004848 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20001004 EFFECTIVENESS DATE: 20001004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN INDUSTRIES INC CENTRAL INDEX KEY: 0000039092 STANDARD INDUSTRIAL CLASSIFICATION: [3310 ] IRS NUMBER: 741504405 STATE OF INCORPORATION: TX FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-47262 FILM NUMBER: 734590 BUSINESS ADDRESS: STREET 1: 4001 HOMESTEAD RD CITY: HOUSTON STATE: TX ZIP: 77028 BUSINESS PHONE: 7136729433 MAIL ADDRESS: STREET 2: PO BOX 21147 CITY: HOUSTON STATE: TX ZIP: 77226 S-8 1 h80718s-8.txt FRIEDMAN INDUSTRIES, INCORPORATED 1 As filed with the Securities and Exchange Commission on October 4, 2000 REGISTRATION NO. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------- FRIEDMAN INDUSTRIES, INCORPORATED (Exact name of registrant as specified in its charter) TEXAS 74-1504405 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4001 HOMESTEAD ROAD HOUSTON, TEXAS 77028 (Address of Principal Executive Offices) (Zip Code)
FRIEDMAN INDUSTRIES, INCORPORATED 2000 NON-EMPLOYEE DIRECTOR STOCK PLAN (Full title of the plan) -------------------- BENNY HARPER 4001 HOMESTEAD ROAD HOUSTON, TEXAS 77028 (Name and address of agent for service) (713) 672-9433 (Telephone number, including area code, of agent for service) -------------------- With Copy to: FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY, SUITE 5100 HOUSTON, TEXAS 77010 (713) 651-5151 ATTENTION: ROBERT E. WILSON -------------------- CALCULATION OF REGISTRATION FEE
================================================================================================================== PROPOSED PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED BE REGISTERED PRICE PER UNIT(2) PRICE(2) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------ Common Stock $1.00 par value 11,600 shares(1) $3.875 $44,950 $11.87 ==================================================================================================================
(1) There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of the anti-dilution provisions of the 2000 Non-Employee Director Stock Plan. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933 and based upon the average of the high and low sales price of a share of Common Stock on the American Stock Exchange, Inc. on October 2, 2000. ================================================================================ 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents are hereby incorporated by reference in this Registration Statement: 1. The Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 2000; 2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000; and 3. The description of the Registrant's Common Stock, $1.00 par value, contained in the Registrant's Registrant Statement on Form 8-A, declared effective by the Securities and Exchange Commission on May 1, 1975, including any amendment or report filed for the purpose of updating such description. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the filing hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES Not Applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Certain legal matters in connection with the securities offered hereby are being passed upon for the Registrant by Fulbright & Jaworski L.L.P., Houston, Texas. Charles Hall, a partner in the firm of Fulbright & Jaworski L.L.P., is a director and the Assistant Secretary of the Company and beneficially owns 4,948 shares of Common Stock. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article 2.02-1 of the Texas Business Corporation Act provides that any director or officer of a Texas corporation may be indemnified against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with or in defending any action, suit or proceeding in which he is a party by reason of his position. With respect to any proceeding arising II-2 3 from actions taken in his official capacity as a director or officer, he may be indemnified so long as it shall be determined that he conducted himself in good faith and that he reasonably believed that such conduct was in the corporation's best interests. In cases not concerning conduct in his official capacity as a director or officer, a director may be indemnified as long as he reasonably believed that his conduct was not opposed to the corporation's best interests. In the case of any criminal proceeding, a director or officer may be indemnified if he had no reasonable cause to believe his conduct was unlawful. If a director or officer is wholly successful, on the merits or otherwise, in connection with such a proceeding, such indemnification is mandatory. The Registrant's Bylaws provide for indemnification of its present and former directors and officers to the fullest extent provided by Article 2.02-1. The Registrant currently maintains directors' and officers' insurance to reimburse the Registrant in the event that indemnification of a director or officer is required. The Registrant's Bylaws further provide for indemnification of officers and directors of officers and directors against reasonable expenses incurred in connection with the defense of any such action, suit, or proceeding in advance of the final disposition of the proceeding. The Registrant's Articles of Incorporation were amended on September 22, 1987, to eliminate or limit liabilities of directors for breaches of their duty of care. The amendment does not limit or eliminate the right of the Registrant or any shareholder to pursue equitable remedies such as an action to enjoin or rescind a transaction involving a breach of a director's duty of care, nor does it affect director liability to parties other than the Registrant or its shareholders. In addition, directors will be liable for (i) breach of their duty of loyalty, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) declaring an illegal dividend or stock repurchase, (iv) any transaction in which the directors receive an improper personal benefit, or (v) acts or omissions for which the liability of directors is expressly provided by statute. In addition, the amendment applies only to claims under Texas law against a director arising out of his or her role as a director and not, if he or she is also an officer, his or her role as an officer or in any other capacity and does not limit a director's liability under any other law, such as federal securities law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS 4.1 - Articles of Incorporation of the Registrant, as amended (incorporated by reference to an exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1982). 4.2 - Articles of Amendment to the Articles of Incorporation of the Registrant, as filed with the Texas Secretary of State on September 22, 1987 (incorporated by reference to an exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1988). II-3 4 4.3 - By-laws of the Registrant, as adopted on March 27, 1992 (incorporated by reference to an exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1992). 4.4 - Form of Common Stock Certificate (incorporated by reference to an exhibit to the Registrant's Registration Statement on Form 8-A, declared effective by the Commission on May 1, 1975, including any amendment or report filed for the purpose of updating such description). 4.5 - Friedman Industries, Incorporated 2000 Non-Employee Director Stock Plan. 5.1 - Opinion of Fulbright & Jaworski L.L.P. 23.1 - Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1). 23.2 - Consent of Ernst & Young LLP. 24.1 - Powers of Attorney (contained on page II-6 of this Registration Statement). ITEM 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar volume of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; II-4 5 Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. II-5 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 29, 2000. FRIEDMAN INDUSTRIES, INCORPORATED By: /s/ HAROLD FRIEDMAN -------------------------------------- Harold Friedman Vice Chairman of the Board POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Jack Friedman, Harold Friedman and Benny Harper, or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same and all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent, and any of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ JACK FRIEDMAN Chairman of the Board, Chief Executive Officer and September 29, 2000 - ---------------------------------------- Director Jack Friedman (Principal Executive Officer) /s/ HAROLD FRIEDMAN Vice Chairman of the Board and Director September 29, 2000 - ---------------------------------------- Harold Friedman /s/ WILLIAM E. CROW President, Chief Operating Officer and Director September 29, 2000 - ---------------------------------------- William E. Crow /s/ BENNY HARPER Senior Vice President-Finance and Treasurer September 29, 2000 - ---------------------------------------- (Principal Financial and Accounting Officer) Benny Harper /s/ CHARLES W. HALL Director September 29, 2000 - ---------------------------------------- Charles W. Hall /s/ ALAN M. RAUCH Director September 29, 2000 - ---------------------------------------- Alan M. Rauch /s/ HERSHEL M. RICH Director September 29, 2000 - ---------------------------------------- Hershel M. Rich /s/ HENRY SPIRA Director September 29, 2000 - ---------------------------------------- Henry Spira /s/ KIRK K. WEAVER Director September 29, 2000 - ---------------------------------------- Kirk K. Weaver /s/ JOE L. WILLIAMS Director September 29, 2000 - ---------------------------------------- Joe L. Williams
II-6 7 INDEX TO EXHIBITS
Exhibit Number Description of Exhibits ------ ----------------------- 4.1 Articles of Incorporation of the Registrant, as amended (incorporated by reference to an exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1982). 4.2 Articles of Amendment to the Articles of Incorporation of the Registrant, as filed with the Texas Secretary of State on September 22, 1987 (incorporated by reference to an exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1988). 4.3 By-laws of the Registrant, as adopted on March 27, 1992 (incorporated by reference to an exhibit to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1992). 4.4 Form of Common Stock Certificate (incorporated by reference to an exhibit to the Registrant's Registration Statement on Form 8-A, declared effective by the Commission on May 1, 1975, including any amendment or report filed for the purpose of updating such description). 4.5 Friedman Industries, Incorporated 2000 Non-Employee Director Stock Plan. 5.1 Opinion of Fulbright & Jaworski L.L.P. 23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1). 23.2 Consent of Ernst & Young LLP. 24.1 Powers of Attorney (contained on page II-6 of this Registration Statement).
II-7 EX-4.5 2 h80718ex4-5.txt 2000 NON-EMPLOYEE DIRECTOR STOCK PLAN 1 EXHIBIT 4.5 FRIEDMAN INDUSTRIES, INCORPORATED 2000 NON-EMPLOYEE DIRECTOR STOCK PLAN SECTION 1. Purpose. The purpose of the Friedman Industries, Incorporated 2000 Non-Employee Director Stock Plan is to promote the interests of Friedman Industries, Incorporated and its shareholders by providing it with a mechanism to enable the Company to attract and retain persons with outstanding qualifications to serve as directors of the Company and to provide the directors with a financial interest in the Company through the ownership of stock of the Company. SECTION 2. Definitions. (A) "Award" shall mean an award of Common Stock pursuant to Section 6 of the Plan. (B) "Board" shall mean the Board of Directors of the Company. (C) "Committee" shall mean a committee of one or more members of the Board appointed by the Board. (D) "Common Stock" shall mean the Common Stock of the Company, $1.00 par value per share, subject to adjustment pursuant to Section 10 of the Plan. (E) "Company" shall mean Friedman Industries, Incorporated, a Texas corporation. (F) "Employee Director" shall mean a member of the Board who is an employee of the Company. (G) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended. (H) "Grant Date" shall mean the date on which an Award of Common Stock is granted to an Outside Director pursuant to Section 6 of the Plan. (I) "Outside Director" shall mean a member of the Board who is not an employee of the Company. (J) "Plan" shall mean this Friedman Industries, Incorporated 2000 Non-Employee Director Stock Plan. (K) "Securities Act" shall mean the Securities Act of 1933, as amended. 2 SECTION 3. Administration. The Plan shall be administered by the Committee. The Committee shall have full power, discretion and authority to interpret and administer the Plan, except that the Committee shall have no power to determine the eligibility for, the number of shares of Common Stock to be covered by or the timing of Awards to be granted pursuant to the Plan. The Committee's interpretations and actions, except as otherwise determined by the Board, shall be final, conclusive and binding on all persons for all purposes. The Committee may authorize any one or more of their number or any officer of the Company to execute and deliver documents on behalf of the Committee. No member of the Committee shall be liable for any action taken or omitted to be taken by him or by any other member of the Committee in connection with the Plan, except for his own willful misconduct or as expressly provided by statute. SECTION 4. Eligibility. The only persons eligible to participate in the Plan shall be Outside Directors. An Employee Director who retires from employment with the Company shall become eligible to participate in the Plan and shall be entitled to receive an award upon re-election as an Outside Director as provided in Section 6 hereof. SECTION 5. Stock Subject to the Plan. There shall be reserved for Awards under the Plan an aggregate of 11,600 shares of Common Stock. Such shares shall be, in whole or in part, authorized but unissued shares of Common Stock or previously issued and outstanding shares that have been reacquired by the Company. SECTION 6. Grants of Awards. On October 15, 2000 and on each October 15 thereafter, for so long as this Plan is in effect and shares are available for the grant of Awards hereunder, there shall be granted automatically hereunder and hereby to each Outside Director who has served as a director of the Company for at least the 12 immediately preceding calendar months, 400 shares of Common Stock. SECTION 7. Mergers and Other Corporate Changes. The existence of this Plan shall not affect in any way the right or power of the Company or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. -2- 3 If the Company merges or consolidates with another corporation and is not a surviving corporation, or if the Company is liquidated or sells or otherwise disposes of substantially all its assets, this Plan automatically terminates on the effective date of such merger, consolidation, liquidation, sale or other disposition, as the case may be. SECTION 8. Requirements of Law. The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to applicable securities laws of any country or any political subdivision. In the event any shares issued pursuant to the Plan are not registered, the Company may imprint on the certificate evidencing such shares any legend that counsel for the Company considers necessary or advisable to comply with applicable law. The Company shall not be obligated to take any other affirmative action in order to cause the issuance of shares pursuant hereto to comply with any law or regulation of any governmental authority. SECTION 9. Withholding Taxes. At the time of any Award hereunder, the Outside Director shall pay to the Company, or the Company may deduct from any other compensation payable to such Outside Director, the amount of any federal, state or local taxes of any kind required by law to be withheld by the Company with respect thereto. If any such amounts must be withheld by the Company and the Outside Director elects to pay such sums directly, written notice of that election shall be delivered to the Company prior to the grant of such Award, and payment in cash or by check of such sums for taxes shall be delivered within ten days after the date on which any taxes become due. SECTION 10. Adjustment in the Event of Changes of Common Stock. In the event of any change in the outstanding Common Stock of the Company by reason of any stock split, stock dividend (other than stock dividends of 5% or less, which shall not trigger an adjustment in the number of shares constituting an Award), recapitalization or other similar change in capitalization, the aggregate number and class of Common Stock available for grant under the Plan, and the number or kind of shares that would be granted under an Award under Section 6, shall be appropriately adjusted by the Committee, whose determination shall be conclusive. SECTION 11. Amendments and Termination. The Board may at any time terminate, modify or amend the Plan in such respects as it shall deem advisable, subject to any contrary requirement (i) by law, (ii) by any applicable rules and regulations of, or any agreement with, the American Stock Exchange, Inc. or any other national securities exchange on which the Common Stock may then be listed or (iii) in order to make available to any recipient of an Award the benefits of Rule 16b-3 of the Rules and Regulations under the Exchange Act or any similar or successor rule. -3- 4 SECTION 12. Miscellaneous Provisions. (A) Nothing in the Plan or any grant shall confer upon any Outside Director the right to be nominated for re-election to the Board. (B) An Outside Director's rights and interest under the Plan may not be assigned or transferred in whole or in part, either directly or by operation of law or otherwise (except pursuant to a state domestic relations order or, in the event of an Outside Director's death, by will or the laws of descent and distribution), including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy or in any other manner, and no such right or interest of any Outside Director in the Plan shall be subject to any obligation or liability of such individual. (C) No shares shall be granted hereunder unless counsel for the Company shall be satisfied that such grant will be in compliance with applicable federal, state or other securities laws. (D) The expenses of the Plan shall be borne by the Company. (E) By accepting any Award under the Plan, each Outside Director or beneficiary claiming under or through him or her shall be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Committee or the Board. (F) The appropriate officers of the Company shall cause to be filed any reports, return or other information regarding Awards hereunder or any Common Stock issued pursuant hereto as may be required by Section 13 or 15(d) of the Exchange Act, or any other applicable statute, rule or regulation. SECTION 13. Effectiveness of the Plan. The Plan shall be effective October 15, 2000. SECTION 14. Governing Law. The provisions of this Plan shall be interpreted and construed in accordance with the laws of the State of Texas. -4- EX-5.1 3 h80718ex5-1.txt OPINION OF FULBRIGHT & JAWORSKI L.L.P. 1 EXHIBIT 5.1 [FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD] October 3, 2000 Friedman Industries, Incorporated 4001 Homestead Road Houston, Texas 77028 Gentlemen and Ladies: We have acted as counsel for Friedman Industries, Incorporated, a Texas corporation (the "Company"), in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 11,600 shares of the Company's common stock, $1.00 par value per share (the "Shares"), to be offered upon the terms and subject to the conditions set forth in the Company's 2000 Non-Employee Director Stock Plan (the "Plan"). We have examined (i) the Articles of Incorporation and By-Laws of the Company, each as amended to date, (ii) the Plan, (iii) the Registration Statement and (iv) such certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In connection with this opinion, we have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. The opinions expressed herein relate solely to, are based upon and are limited exclusively to the laws of the State of Texas and the federal laws of the United States of America, to the extent applicable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the caption "Item 5. Interest of Named Experts and Counsel" in the Registration Statement. Very truly yours, /s/ FULBRIGHT & JAWORSKI L.L.P. Fulbright & Jaworski L.L.P. EX-23.2 4 h80718ex23-2.txt CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2000 Non-Employee Director Stock Plan of our report dated May 26, 2000, with respect to the consolidated financial statements and schedule of Friedman Industries, Incorporated incorporated by reference in its Annual Report (Form 10-K) for the year ended March 31, 2000, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP ERNST & YOUNG LLP Houston, Texas October 3, 2000 -----END PRIVACY-ENHANCED MESSAGE-----