Exhibit 5.1
Jones Day
North Point
901 Lakeside Avenue
Cleveland, Ohio 44114
May 12, 2008
Harsco
Corporation
350 Poplar Church Road
Camp Hill, Pennsylvania 17011
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Re: |
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$450,000,000 Aggregate Principal
Amount of 5.75% Senior Notes due 2018 of Harsco Corporation offered
through Underwriters |
Ladies
and Gentlemen:
We are acting as counsel for Harsco
Corporation, a Delaware corporation (the “
Company ”), in connection with the issuance and
sale of $450,000,000 aggregate principal amount of 5.75% Senior
Notes due 2018 of the Company (the “ Notes
”), pursuant to the Underwriting Agreement, dated as of
May 12, 2007 (the “ Underwriting Agreement
”), entered into by and among the Company and J.P. Morgan
Securities Inc., Citigroup Global Markets Inc. and Greenwich
Capital Markets, Inc., acting as representatives of the several
underwriters named therein (collectively, the “
Underwriters ”). The Notes will be issued
pursuant to an indenture (as amended, supplemented or otherwise
modified through May 15, 2008, the “ Indenture
”), to be entered into by and between the Company and The
Bank of New York, as trustee (the “ Trustee
”).
In connection with the opinion
expressed herein, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes
of such opinion. Based on the foregoing, and subject to the further
limitations, qualifications and assumptions set forth herein, we
are of the opinion that the Notes, when they are executed by the
Company and a
