Attached files
file | filename |
---|---|
8-K - FORM 8-K - GOODYEAR TIRE & RUBBER CO /OH/ | l40565e8vk.htm |
EX-5.1 - EX-5.1 - GOODYEAR TIRE & RUBBER CO /OH/ | l40565exv5w1.htm |
EX-1.1 - EX-1.1 - GOODYEAR TIRE & RUBBER CO /OH/ | l40565exv1w1.htm |
EX-5.3 - EX-5.3 - GOODYEAR TIRE & RUBBER CO /OH/ | l40565exv5w3.htm |
EX-5.4 - EX-5.4 - GOODYEAR TIRE & RUBBER CO /OH/ | l40565exv5w4.htm |
EX-99.1 - EX-99.1 - GOODYEAR TIRE & RUBBER CO /OH/ | l40565exv99w1.htm |
Exhibit 5.2
[LETTERHEAD OF THE GOODYEAR TIRE & RUBBER COMPANY]
August 25, 2010
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316-0001
1144 East Market Street
Akron, Ohio 44316-0001
Ladies and Gentlemen:
I am the Senior Vice President, General Counsel and Secretary of The Goodyear Tire & Rubber
Company, an Ohio corporation (the Company), and am rendering this opinion in
connection with the prospectus, dated August 10, 2010 (the Base Prospectus), as supplemented by
the prospectus supplement, dated August 20, 2010 (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) $100,000,000 in aggregate principal amount of the Companys 8.25% Senior Notes due 2020
(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 First
Supplemental Indenture, dated as of August 13, 2010 (the Supplemental Indenture), among the
Company, the Guarantors and the Trustee (the Base Indenture, as supplemented by the Supplemental
Indenture, the Indenture).
I, or members of my staff, 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. I have assumed that all signatures are genuine, that all documents
submitted to me as originals are authentic and that all copies of documents submitted to me conform
to the originals.
I have relied as to certain matters on information obtained from public officials, officers of
the Company and the Guarantors, and other sources believed by me to be responsible.
Based upon the foregoing, I am of the opinion that:
(1) The Company is duly organized, validly existing and in good standing under the laws of the
State of Ohio and possesses the requisite corporate power, authority and legal right to execute,
deliver and perform the Notes and the Indenture.
(2) The Company has duly authorized, executed and delivered the Notes and the Indenture.
(3) Wingfoot Commercial Tire Systems, LLC is duly formed, validly existing and in good
standing under the laws of the State of Ohio and possesses the limited liability company power,
authority and legal right to execute, deliver and perform its
Guarantee and the Indenture.
(4) Wingfoot
Commercial Tire Systems, LLC has duly authorized, executed and
delivered its Guarantee and the Indenture.
I am a member of the bar of the State of Ohio. I do not express any opinion herein on any
laws other than the law of the State of Ohio.
I hereby consent to the filing of this opinion as Exhibit 5.2 to the Companys Current Report
on Form 8-K to be filed on August 25, 2010. I also hereby consent to the reference to my name
under the heading Legal Matters in the Prospectus. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission.
Sincerely yours,
/s/ David L. Bialosky
/s/ David L. Bialosky
SCHEDULE A
Guarantors
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 Ventures Eight Inc.
|
Delaware |