Asia Pacific Bangkok Beijing Brisbane Hanoi Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur* Manila* Melbourne Seoul Shanghai Singapore Sydney Taipei Tokyo Yangon Europe, Middle East & Africa Abu Dhabi Almaty Amsterdam Antwerp Bahrain Baku Barcelona Berlin Brussels Budapest Cairo Casablanca Doha Dubai Dusseldorf Frankfurt/Main Geneva Istanbul Jeddah* Johannesburg Kylv London Luxembourg Madrid Milan Moscow Munich Paris Prague Riyadh* Rome St. Petersburg Stockholm Vienna Warsaw Zurich The Americas Bogota Brasilia** Buenos Aires Caracas Chicago Dallas Guadalajara Houston Juarez Lima Mexico City Miami Monterrey New York Palo Alto Porto Alegre** Rio de Janeiro** San Francisco Santiago Sao Paulo** Tijuana Toronto Valencia Washington, DC * Associated Firm ** In cooperation with Trench, Rossi e Watanabe Advogados | A.M. Castle & Co. 1420 Kensington Road, Suite 220 Oak Brook, IL 60523 Re: Tender Offer Document Ladies and Gentlemen: We have acted as special Mexican counsel to Castle Metals de México, S.A. de C.V. (“Castle Mexico”) and Castle Metals de Mexicali, S.A. de C.V. (“Castle Mexicali”), each a company organized under the laws of the United Mexican States (“Mexico”) (jointly, Castle México and Castle Mexicali, the “Guarantors”), in connection with (i) the issuance by A.M. Castle & Co. (the “Company”) of 3.00% / 5.00% Convertible Senior Secured PIK Toggle Notes due 2024 (the “New Notes”) to be guaranteed by the Guarantors; and (ii) the guarantee documents that the New Notes Indenture (as such term is defined below) requires that the Guarantors execute. Capitalized terms used and not otherwise defined herein shall have the meanings given them in the New Notes Indenture. You have advised us that the New Notes are to be issued pursuant to an indenture (the “New Notes Indenture”) to be entered into by and between the Company, the guarantors party thereto (including the Guarantors), Wilmington Savings Fund Society, FSB, as trustee, and Wilmington Savings Fund Society, FSB, as collateral agent, in a form filed as Exhibit 4.5 to the Tender Offer Document. In rendering the opinion expressed below, we have reviewed executed copies of the following documents: (1) the deed of incorporation and the current by‐laws (estatutos sociales) of Castle México (the “Castle México Constitutive Documents”): (2) the deed of incorporation and the current by‐laws (estatutos sociales) of Castle Mexicali (the “Castle Méxicali Constitutive Documents”); (3) the powers of attorney that Castle México issued to each of Marec Elden Edgar and Patrick Richard Anderson, to be exercised individually on Castle México’s behalf; (4) the powers of attorney that Castle Mexicali issued to each of Marec Elden Edgar and Patrick Richard Anderson, to be exercised individually on Castle Mexicali’s behalf; and |