EX-5.1 OPINION OF KING & SPALDING LLP
Published on November 9, 2009
Exhibit 5.1
[Letterhead of King & Spalding LLP]
September 11, 2009
Novelis Inc.,
3399 Peachtree Road NE, Suite 1500,
Atlanta, GA 30326
3399 Peachtree Road NE, Suite 1500,
Atlanta, GA 30326
Re: Novelis Inc. Registration Statement on Form S-4 relating to $185,000,000
aggregate principal amount of 111/2% Senior Notes Due 2015
aggregate principal amount of 111/2% Senior Notes Due 2015
Ladies and Gentlemen:
In connection with the registration under the U.S. Securities Act of 1933 (the Securities
Act) of (a) $185,000,000 principal amount of 111/2% Senior Notes due 2015 (the Notes) of Novelis
Inc., a corporation organized under the laws of Canada (the Company), to be issued in exchange
for the Companys outstanding 111/2% Senior Notes due 2015 pursuant to an Indenture, dated as of
August 11, 2009 (the Indenture), among the Company, the subsidiaries of the Company party thereto
(collectively, the Guarantors) and The Bank of New York Mellon Trust Company, N.A., as trustee,
and (b) the Guarantees (the Guarantees) of each of the Guarantors to be endorsed upon the Notes,
we, as legal counsel, have examined such corporate records, certificates and other documents, and
such questions of law, as we have considered necessary or appropriate for the purposes of this
opinion. In such review we have assumed the genuineness of signatures on all documents submitted
to us as originals and the conformity to original documents of all copies submitted to us as
certified, conformed or photographic copies.
Upon the basis of such examination, we advise you that, in our opinion, (1) each of Novelis
Brand LLC, Novelis South America Holdings LLC, Aluminum Upstream Holdings LLC, each a Delaware
limited liability company, Novelis PAE Corporation, a Delaware corporation, Eurofoil Inc. (USA), a
New York corporation and Novelis Corporation, a Texas corporation, (collectively the U.S.
Guarantors) has been duly organized and is an existing corporation under the laws of its
respective jurisdiction, (2) the Indenture has been duly authorized, executed and delivered by the
U.S. Guarantors, (3) the Guarantees have been duly authorized by the U.S. Guarantors, and (4) when
the terms of the Notes and the Guarantees and of their issuance have been duly established in
conformity with the Indenture and the Notes and Guarantees have been duly executed, authenticated,
issued and delivered in accordance with the terms of the Indenture, the Notes will be validly
issued and will constitute valid and legally binding obligations of the Guarantors and the Company
and the Guarantees will constitute valid and legally binding obligations of the Guarantors,
subject, in each case, to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors rights and to general
equity principles.
September 11, 2009
Page 2
Page 2
This opinion is limited in all respects to the federal laws of the United States of America,
the laws of the States of New York and Texas, the General Corporation Law of the State of Delaware
and the Delaware Limited Liability Company Act, and no opinion is expressed with respect to the
laws of any other jurisdiction or any effect that such laws may have on the opinions expressed
herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be
inferred beyond the matters expressly stated herein.
We have relied as to certain factual matters on information obtained from public officials,
officers of the Company and the Guarantors and other sources believed by us to be responsible.
Also, with permission from the Company and the counsel listed below, we have relied upon, insofar
as the opinions expressed herein relate to or are dependent upon matters governed by the law of (i)
Canada and the Province of Ontario, the opinion of Torys LLP, (ii) the Province of Quebec, the
opinion of Lavery, de Billy, L.L.P., (iii) the United Kingdom, the opinion of Macfarlanes LLP, (iv)
Luxembourg, the opinion of Elvinger Dessoy Dennewald, (v) France, the opinion of Ernst & Young
Societe dAvocats, (vi) Germany, the opinion of Norr Stiefenhofer Lutz, (vii) Switzerland, the
opinion of CMS von Erlach Henrici Ltd, (viii) Ireland, the opinion of A&L Goodbody, (ix) Brazil,
the opinion of Levy & Salomão Advogados, and (x) Portugal, the opinion of Vieira de Almeida &
Associados, RL, filed as Exhibits 5.2-5.11, including the opinions regarding the due authorization,
execution and delivery of the Indenture by each of the parties thereto (other than the U.S.
Guarantors), the due authorization of the Notes by the Company, the due authorization of the
Guarantees by the Guarantors (other than the U.S. Guarantors) and the due organization and good
standing of the Company and the Guarantors (other than the U.S. Guarantors). We have also assumed
the genuineness of all signatures on the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and any reference to us under the heading Legal Matters in the prospectus forming a part of the
Registration Statement. In giving such consent, we do not thereby admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ King & Spalding LLP