Attached files
file | filename |
---|---|
8-K - FORM 8-K - AVIENT CORP | l40744e8vk.htm |
EX-4.1 - EX-4.1 - AVIENT CORP | l40744exv4w1.htm |
EX-1.1 - EX-1.1 - AVIENT CORP | l40744exv1w1.htm |
Exhibit 5.1
September 23, 2010
PolyOne Corporation
33587 Walker Road
Avon Lake, Ohio 44012
33587 Walker Road
Avon Lake, Ohio 44012
Re: | $360,000,000 Aggregate Principal Amount of 7.375% Senior Notes due 2020 of PolyOne Corporation Offered Through Underwriters |
Ladies and Gentlemen:
We have acted as counsel for PolyOne Corporation, an Ohio corporation (the Company), in
connection with the issuance and sale of $360,000,000 aggregate principal amount of 7.375% Senior
Notes due 2020 of the Company (the Notes), pursuant to the Underwriting Agreement, dated as of
September 13, 2010 (the Underwriting Agreement), by and among the Company and Banc of America
Securities LLC, Morgan Stanley & Co. Incorporated and Wells Fargo Securities, LLC, acting as
representatives of the several underwriters named therein (collectively, the Underwriters). The
Notes will be issued pursuant to an indenture (the Base Indenture) to be entered into between the
Company and Wells Fargo Bank, N.A., as trustee (the Trustee), as amended and supplemented by the
first supplemental indenture (the First Supplemental Indenture) to be entered into between the
Company and the Trustee (the Base Indenture, so amended and supplemented by the First
Supplemental Indenture, the Indenture).
In connection with the opinion expressed herein, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the
foregoing, and subject to the further limitations, qualifications and assumptions set forth herein,
we are of the opinion that the Notes, when they are executed by the Company and authenticated by
the Trustee in accordance with the Indenture and issued and delivered to the Underwriters against
payment therefor in accordance with the terms of the Underwriting Agreement, will constitute valid
and binding obligations of the Company.
For purposes of the opinion expressed herein, we have assumed that (i) the definitive terms of
the Notes will be established in accordance with the provisions of the Indenture and (ii) the
Trustee has authorized, executed and delivered the Indenture and the Indenture is the valid,
binding and enforceable obligation of the Trustee.
The opinion expressed herein is limited by bankruptcy, insolvency, reorganization, fraudulent
transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and
related regulations and judicial doctrines from time to time in effect relating to or affecting
creditors rights generally, and by general equitable principles and public policy considerations,
whether such principles and considerations are considered in a proceeding at law or at equity.
The opinion expressed herein is limited to the laws of the State of New York and the laws of
the State of Ohio, in each case as currently in effect, and we express no opinion as to the effect
of the laws of any other jurisdiction.
PolyOne Corporation
September 23, 2010
Page 2
September 23, 2010
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form
8-K dated the date hereof filed by the Company and incorporated by reference into the Registration
Statement on Form S-3 (Reg. No. 333-162856) (the Registration Statement), filed by the Company to
effect the registration of the Notes under the Securities Act of 1933 (the Act) and to the
reference to Jones Day under the caption Legal Matters in the prospectus constituting a part of
such Registration Statement. In giving such consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day