Attached files

file filename
8-K - FORM 8-K - PPG INDUSTRIES INCd8k.htm
EX-1.1 - UNDERWRITING AGREEMENT - PPG INDUSTRIES INCdex11.htm
EX-5.1 - OPINION OF LINKLATERS LLP - PPG INDUSTRIES INCdex51.htm
EX-4.3 - SECOND SUPPLEMENTAL INDENTURE - PPG INDUSTRIES INCdex43.htm

 

Exhibit 5.2

PPG Industries, Inc.

PPG Industries, Inc.

One PPG Place

Pittsburgh, PA 15272

November 12, 2010

Ladies and Gentlemen:

I am Senior Vice President and General Counsel of PPG Industries, Inc., a Pennsylvania corporation (the “Corporation”) and, in that capacity, I am familiar with the Registration Statement on Form S-3 (the “Registration Statement”) (File No. 333-168310) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) relating to the registration under the Securities Act, of an indeterminate amount of debt securities of the Corporation to be offered from time to time, and the base prospectus dated July 26, 2010, as supplemented by the prospectus supplement dated November 8, 2010 (together the “Prospectus”) relating to the offer and sale by the Corporation under the Registration Statement of $250,000,000 aggregate principal amount of 1.900% Notes due 2016 (the “2016 Notes”), $500,000,000 aggregate principal amount of 3.600% Senior Notes due 2020 (the “2020 Notes”), and $250,000,000 aggregate principal amount of 5.500% Notes due 2040 (the “2040 Notes” and, together with the 2015 Notes and the 2020 Notes, the “Notes”). The Notes are to be issued under the indenture dated March 18, 2008 (the “Original Indenture”) between the Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the supplemental indenture dated as of November 12, 2010 (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”) and sold pursuant to the Underwriting Agreement, dated November 8, 2010 (the “Underwriting Agreement”), between the Corporation and Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. Incorporated, as representatives of the underwriters named therein.

I, or lawyers in the Law Department of the Corporation acting under my supervision, have examined the following documents for the purposes of my opinions set forth below:

 

(a) the Corporation’s Restated Articles of Incorporation, as amended through April 27, 2007;

 

(b) a Certificate of Subsistence for the Corporation dated November 1, 2010, and certified by the Secretary of the Commonwealth of Pennsylvania;

 

(c) the Underwriting Agreement;

 

(d) the Original Indenture;

 

(e) the Supplemental Indenture; and

 

(f) such other documents, corporate records and questions of law as I, or they, have deemed necessary or appropriate for the purposes of the opinion.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We also have assumed the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof.

The opinions expressed herein are limited to the laws of the Commonwealth of Pennsylvania.

 

 

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Based upon and subject to the foregoing, I am of the opinion that:

 

1 The Corporation has been duly incorporated and is an existing corporation in good standing under the laws of the Commonwealth of Pennsylvania.

 

2 The Corporation has the corporate power to execute, deliver and perform its obligations under the Original Indenture, the Supplemental Indenture and the Notes.

 

3 The Notes have been duly authorized by all requisite corporate action and, when duly executed by the Corporation in accordance with the resolutions of the Board of Directors of the Corporation adopted on October 21, 2010, the resolutions of the Executive Committee adopted on November 2, 2010 and the Indenture, authenticated by the Trustee in the manner provided for in the Indenture and delivered on behalf of the Corporation against payment of the consideration therefor specified in the Underwriting Agreement, will have been duly executed and delivered by the Corporation.

I hereby consent to your filing of this opinion as Exhibit 5.2 to the Current Report on Form 8-K of the Corporation filed with the Commission on or about the date hereof, and to the reference to me under the heading “Validity of the Notes” in the prospectus supplement dated November 8, 2010. 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 Securities Act.

 

Very truly yours,
/s/ Glenn E. Bost II
Glenn E. Bost II

 

 

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