Exhibit 5.1
October 1, 2010
The Andersons, Inc.
480 West Dussel Drive
Maumee, Ohio 43537
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Re:
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The Andersons, Inc. Registration Statement on Form S-3 |
Ladies and Gentlemen:
I am general counsel to The Andersons, Inc., an Ohio Corporation (the Corporation), and have
advised the Corporation in connection with the proposed registration by the Corporation of
$12,000,000 aggregate principal amount of its 5.0% Ten-Year Debentures and $18,000,000 aggregate
principal amount of its 4.0% Five-Year Debentures (collectively, the Debentures), pursuant to a
Registration Statement on Form S-3, filed with the Securities and Exchange Commission (the
Commission) on October 1, 2010 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).
For purposes of the opinions contained in this letter, I have examined and relied upon such
corporate proceedings, documents, records and matters of law as I have deemed necessary or
appropriate for the expression of the opinions contained herein (including, without limitation, the
Corporations Indenture between the Corporation and The Bank of New York Trust Company, N.A. (the
Trustee), originally dated October 1, 1985, as supplemented by the Supplemental Indenture dated
August 14, 1997 (the Indenture)). In addition, for purposes hereof, I have assumed with your
permission and without independent investigation that all factual information supplied to me for
the purpose hereof is complete and accurate and that no changes will be made in the definitive form
of the documents I have reviewed in draft form which would impact my opinions.
Based upon and subject to the foregoing, I hereby advise you that in my opinion when, as and
if (i) the Registration Statement shall have become effective pursuant to the provisions of the
Securities Act, and (ii) the Debentures shall have been issued in the form and containing the terms
described in the Registration Statement, the Indenture, the resolutions of the Corporations Board
of Directors (and any authorized committee thereof) authorizing the foregoing and any legally
required consents, approvals, authorizations and other order of the Commission and any other
regulatory authorities to be obtained, the Debentures when issued pursuant to the Registration
Statement will be legally issued, and will constitute binding obligations of the Corporation.
My opinions as herein expressed are subject to the following qualifications:
(a) my opinions are subject to the effect of applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent conveyance or transfer or other laws of general applicability
relating to or affecting the enforcement of creditors rights from time to time in effect and to
general principles of equity;
(b) provisions in the Indenture and the Debentures deemed to impose the payment of interest
on interest may be unenforceable, void or voidable under applicable law;
(c) requirements in the Indenture and the Debentures specifying that the provisions thereof
may only be waived in writing may not be valid, binding or enforceable to the extent that an oral
or implied agreement by trade practice or course of conduct has been created modifying any
provision of such documents;
(d) I express no opinion as to the enforceability of the indemnification provisions of the
Indenture and the Debentures insofar as said provisions might require indemnification with respect
to any litigation against the Corporation determined adversely to the Trustee, or any loss, cost or
expense arising out of the Trustees gross negligence or willful misconduct or any violation by
such trustee of statutory duties, general principles of equity or public policy; and
(e) I express no opinion with respect to indemnification or contribution obligations which
contravene public policy including, without limitation, indemnification or contribution obligations
which arise out of failure to comply with applicable state or federal securities law.
I am qualified to practice law in the State of Ohio and do not herein express any opinion as
to any laws other than the laws of the State of Ohio, as such laws are constituted on the date of
this opinion.
I do not find it necessary for the purposes of this opinion, and accordingly I do not purport
to cover herein, the application of the securities or Blue Sky laws of the various states to the
issuance and sale of the Shares.
I hereby consent to the filing of this letter as an exhibit to the Registration Statement. In
giving this consent, I do not admit that I come within the category of persons whose consent is
required under Section 7 of the 33 Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
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Very truly yours, |
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/s/ Naran U. Burchinow
Naran U. Burchinow
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Vice President, General Counsel and Corporate Secretary |
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