Exhibit 5.1
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787 Seventh Avenue New York, NY 10019-6099
Tel: 212 728 8000 Fax: 212 728 8111 |
Ryerson Holding Corporation
227
W. Monroe St., 27th Floor
Chicago, Illinois 60606
Ladies
and Gentlemen:
We have acted as counsel to Ryerson Holding Corporation, a Delaware corporation (the Company), in
connection with the offer and sale by RYPS, LLC (the Selling Stockholder) of 4,000,000 shares (the Shares) of the Companys common stock, par value $0.01 per share (the Common Stock). The
Shares were offered pursuant to the Companys Registration Statement on Form S-3, filed with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of
1933, as amended (the Act) on January 29, 2021 (the Registration Statement), as supplemented by the preliminary prospectus supplement, dated August 3, 2023 (together with the base prospectus included
as part of the Registration Statement, the Preliminary Prospectus), the final prospectus supplement dated August 4, 2023 (the Prospectus Supplement, and together with the base prospectus included as part of
the Registration Statement, the Prospectus).
We have examined copies of the Third Amended and Restated Certificate of
Incorporation of the Company (the Certificate of Incorporation), the Amended and Restated Bylaws of the Company, the Registration Statement, the Prospectus, relevant resolutions adopted by the Companys Board of Directors
(the Board of Directors), and other records and documents that we have deemed necessary for the purpose of this opinion letter. We are familiar with originals or copies, certified or otherwise identified to our satisfaction, of
such other documents, corporate records, papers, statutes and authorities as we have deemed necessary to form a basis for the opinions hereinafter expressed.
In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us.
As to various questions of fact material to our opinion, we have relied on statements and certificates of officers and representatives of the Company and public officials.
Based on and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that the Shares
have been validly issued and are fully paid and non-assessable.
BRUSSELS CHICAGO FRANKFURT
HOUSTON LONDON LOS ANGELES MILAN
NEW YORK PALO
ALTO PARIS ROME SAN FRANCISCO WASHINGTON