Exhibit 5
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United States Steel Corporation Law Department 600 Grant Street Pittsburgh, PA 15219-2800 412 433 2877 Fax: 412 433 2811 email: rmstanton@uss.com |
ROBERT M. STANTON Assistant General Counsel- Corporate & Assistant Secretary |
May 25, 2005
Board of Directors
United States Steel Corporation
600 Grant Street
Pittsburgh, Pennsylvania 15219-2800
Attention: Mr. Thomas J. Usher, Chairman of the Board
To the Board of Directors:
I am Assistant General Counsel and Assistant Secretary of United States Steel Corporation, a Delaware corporation (USS). I, or attorneys subject to my supervision, have served as counsel to USS in connection with the proposed issuance of up to 6,750,000 shares of common stock, par value $1.00 per share, of USS (the Shares) in connection with the United States Steel Corporation 2005 Stock Incentive Plan and in the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (Registration Statement) relating to such Shares.
As Assistant General Counsel and Assistant Secretary of USS, I am familiar with USSs Certificate of Incorporation and By-Laws. I am also familiar with the resolution adopted by USSs Board of Directors on April 26, 2005 authorizing the issuance of the Shares. I have examined the Registration Statement and have examined or caused to be examined such other documents, corporate records and certificates of corporate officers and public officials as I have deemed relevant or necessary to giving the opinion set forth below.
Based on the foregoing, I am of the opinion that the issuance of the Shares has been approved by all necessary corporate action and that when the Shares are sold they will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement.
Very truly yours, |
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/s/ Robert M. Stanton | ||||
Robert M. Stanton | ||||