EX-5.2 6 dex52.htm OPINION OF HUNTON & WILLIAMS LLP Opinion of Hunton & Williams LLP

Exhibit 5.2

 

HUNTON & WILLIAMS LLP

RIVERFRONT PLAZA, EAST TOWER

951 EAST BYRD STREET

RICHMOND, VIRGINIA 23219

 

December 10, 2004

 

Board of Directors

Albemarle Corporation

330 South Fourth Street

Richmond, Virginia 23219

 

Albemarle Corporation

Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Albemarle Corporation, a Virginia corporation (the “Company”), in connection with (1) its Registration Statement on Form S-3, as amended (Registration No. 333-119723) (the “Registration Statement”), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on October 13, 2004 pursuant to the Securities Act of 1933, as amended (the “Act”), and (2)(a) the Company’s proposed offering and sale of up to 4,255,000 shares (the “Primary Shares”) of its common stock, $0.01 par value per share (“Common Stock”), and (b) the proposed offering and sale of up to 588,420 shares of the Company’s Common Stock by certain of the Company’s shareholders (the “Secondary Shares”). The Primary Shares and the Secondary Shares are proposed to be offered and sold as described in the preliminary prospectus, dated December 10, 2004, and the preliminary prospectus supplement thereto, dated December 10, 2004, each contained in the Registration Statement (collectively, the “Prospectus”).

 

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Act.

 

In rendering this opinion, we have relied upon, among other things, our examination of such records of the Company and certificates of its officers and of public officials as we have deemed necessary.

 

For purposes of the opinions expressed below, we have assumed (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to the originals of all documents


Board of Directors

Albemarle Corporation

December 10, 2004

Page 2

 

submitted as certified or photostatic copies and the authenticity of the originals thereof, (iii) the genuineness of signatures not witnessed by us and (iv) the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of documents by the Company and the validity, binding effect and enforceability thereof upon the Company).

 

We are members of the Virginia bar and we do not purport to express an opinion on any laws other than the laws of the Commonwealth of Virginia and the federal laws of the United States of America.

 

Based upon the foregoing and the further qualifications stated below, we are of the opinion that:

 

1. The Company is duly incorporated, validly existing and in good standing under the laws of the Commonwealth of Virginia.

 

2. The Primary Shares have been duly authorized and, when the Primary Shares have been issued and sold as contemplated in the Registration Statement and the Prospectus, the Primary Shares will be validly issued, fully paid and nonassessable.

 

3. The Secondary Shares have been validly issued and are fully paid and nonassessable.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the statement made in reference to this firm under the caption “Validity of Securities” in the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations promulgated thereunder by the Commission.

 

Very truly yours,

 

/s/ Hunton & Williams LLP