[LETTERHEAD OF THE GOODYEAR TIRE & RUBBER COMPANY]
August 13, 2010
The Goodyear Tire & Rubber Company
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 10, 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) $900,000,000 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 13, 2010. I also hereby consent to the reference to my name under the heading Legal Matters in the Base Prospectus and the Prospectus Supplement. 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.
/s/ David L. Bialosky