EXHIBIT 5.1
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
September 12, 2003
American Pacific Corporation
3770 Howard Hughes Parkway, Suite 300
Las Vegas, NV 89109
Re: American Pacific Corporation -
Registration Statement on Form S-8 filed September 12, 2003
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Dear Sir or Madam:
You have requested our opinion with respect to the registration of
participation interests in the American Pacific Corporation 401(k) Plan (the
"Plan") pursuant to an American Pacific Corporation (the "Registrant")
Registration Statement on Form S-8.
In furnishing our opinion, we have examined the Plan, the EGTRRA
Amendment to the Plan, the Adoption Agreement for the Plan, the Certificate of
Incorporation and the By-Laws of the Registrant, and such other instruments and
documents, as we have deemed relevant and necessary as the basis for our opinion
expressed herein. We have examined originals or certified, conformed or
photostatic copies of all documents, the authenticity of which has been
established to our satisfaction. In all such examinations, we have assumed the
genuineness of all signatures on original and certified documents, and the
conformity to executed documents of all unexecuted copies submitted to us as
conformed or photostatic copies.
Based upon the foregoing, we are of the opinion that the
participation interests have been duly authorized and when issued will be
legally issued, fully paid and non-assessable.
We hereby consent to use of this opinion in the above-referenced
Registration Statement.
Very truly yours,
/S/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
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OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP