Attached files
file | filename |
---|---|
8-K - FORM 8-K - GOODYEAR TIRE & RUBBER CO /OH/ | d491998d8k.htm |
EX-5.1 - EX-5.1 - GOODYEAR TIRE & RUBBER CO /OH/ | d491998dex51.htm |
EX-4.2 - EX-4.2 - GOODYEAR TIRE & RUBBER CO /OH/ | d491998dex42.htm |
EX-5.2 - EX-5.2 - GOODYEAR TIRE & RUBBER CO /OH/ | d491998dex52.htm |
EX-5.3 - EX-5.3 - GOODYEAR TIRE & RUBBER CO /OH/ | d491998dex53.htm |
EX-5.5 - EX-5.5 - GOODYEAR TIRE & RUBBER CO /OH/ | d491998dex55.htm |
EX-1.1 - EX-1.1 - GOODYEAR TIRE & RUBBER CO /OH/ | d491998dex11.htm |
EX-99.1 - EX-99.1 - GOODYEAR TIRE & RUBBER CO /OH/ | d491998dex991.htm |
Exhibit 5.4
[SQUIRE SANDERS (US) LLP LETTERHEAD]
February 25, 2013
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316-0001
Ladies and Gentlemen:
We have acted as special Arizona counsel to The Goodyear Tire & Rubber Company, an Ohio corporation (the Company), and its subsidiaries Divested Litchfield Park Properties, Inc., an Arizona corporation (DLPP), and Goodyear Farms, Inc., an Arizona corporation (Goodyear Farms), and are rendering this opinion in connection with the prospectus, dated August 10, 2010 (the Base Prospectus), as supplemented by the prospectus supplement, dated February 20, 2013 (the Prospectus Supplement and, together with the Base Prospectus, the Prospectus), relating to the registration statement on Form S-3 (the Registration Statement) filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), on August 10, 2010 and the offer and sale of: (i) $900,000,000 in aggregate principal amount of the Companys 6.500% Senior Notes due 2021 (the Notes) and (ii) guarantees of the Notes (the Guarantees) by certain subsidiaries of the Company listed on Schedule A hereto (collectively, the Guarantors), in each case to be issued pursuant to the Indenture, dated as of August 13, 2010 (the Base Indenture), among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the Trustee), as supplemented by the Third Supplemental Indenture, dated as of February 25, 2013 (the Supplemental Indenture), among the Company, the Guarantors and the Trustee (the Base Indenture, as supplemented by the Supplemental Indenture, the Indenture).
We have reviewed 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. We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.
We have relied as to certain matters on information furnished by public officials, officers of the Company and the Guarantors, and other sources believed by us to be responsible.
Based upon the foregoing, it is our opinion that each of DLPP and Goodyear Farms: (i) is a corporation duly formed, validly existing and in good standing under the laws of the State of Arizona, (ii) possesses the corporate power and authority to execute, deliver and perform the Guarantees and the Indenture, and (iii) has duly authorized, executed and delivered the Guarantees and the Indenture.
The Goodyear Tire & Rubber Company
February 25, 2013
Page 2
We are members of the bar of the State of Arizona. We do not express any opinion herein on any laws other than those of the State of Arizona.
We hereby consent to the filing of this opinion as Exhibit 5.4 to the Companys Current Report on Form 8-K to be filed on February 25, 2013. We also hereby consent to the reference to our firm under the heading Legal Matters in the Prospectus. 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 Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Squire Sanders (US) LLP
Squire Sanders (US) LLP
Attachment: Schedule AList of Guarantors
SCHEDULE A
Guarantors
Guarantors |
State of Incorporation or Formation | |
Celeron Corporation |
Delaware | |
Dapper Tire Co., Inc. |
California | |
Divested Companies Holding Company |
Delaware | |
Divested Litchfield Park Properties, Inc. |
Arizona | |
Goodyear Canada Inc. |
Ontario, Canada | |
Goodyear Export Inc. |
Delaware | |
Goodyear Farms, Inc. |
Arizona | |
Goodyear International Corporation |
Delaware | |
Goodyear Western Hemisphere Corporation |
Delaware | |
Wheel Assemblies Inc. |
Delaware | |
Wingfoot Commercial Tire Systems, LLC |
Ohio | |
Wingfoot Mold Leasing Company |
Nova Scotia, Canada |