Attached files
file | filename |
---|---|
8-K - FORM 8-K - RPM INTERNATIONAL INC/DE/ | l42793e8vk.htm |
EX-4.1 - EX-4.1 - RPM INTERNATIONAL INC/DE/ | l42793exv4w1.htm |
EX-1.1 - EX-1.1 - RPM INTERNATIONAL INC/DE/ | l42793exv1w1.htm |
EX-5.1 - EX-5.1 - RPM INTERNATIONAL INC/DE/ | l42793exv5w1.htm |
Exhibit 5.2
May 27, 2011
Calfee, Halter & Griswold LLP
1400 KeyBank Center
800 Superior Avenue
Cleveland, Ohio 44114-2688
1400 KeyBank Center
800 Superior Avenue
Cleveland, Ohio 44114-2688
Re: | RPM International Inc. Indenture and Securities |
Ladies & Gentlemen:
We have acted as counsel to and for RPM International Inc., a Delaware corporation (the
Company), in connection with the registration of $150 million in aggregate principal amount of
6.125% Notes due 2019 (the Notes) pursuant to a Registration Statement on Form S-3 (File No.
333-173395), which was filed with the Securities and Exchange Commission on April 8, 2011. The
Notes are issued under that certain indenture (the Indenture) dated as of February 14, 2008
between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the
Trustee). You have asked us to deliver to you this opinion as to specified matters of New York
law relating to:
1. the Indenture; and
2. the form of Securities contained in the Indenture.
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the
Indenture.
Based upon, and subject to, the various assumptions and qualifications set forth herein, we
are of the opinion, as of the date hereof, that:
1. The Indenture is, and the Securities, when issued in accordance with the Indenture, will
be, the valid and binding obligations of the Company, enforceable against the Company in accordance
with their respective terms. This opinion is subject to (x) bankruptcy, insolvency, moratorium,
fraudulent conveyance and other similar laws affecting the rights and remedies of creditors
generally and (y) constitutional and public policy limitations and general principles of equity.
In addition, we express no opinion as to (i) the right to collect any payment to the extent that
such payment constitutes a penalty, premium, forfeiture, or late payment charge, (ii) whether the
exercise of a remedy limits or precludes the exercise of another remedy, (iii) the right to
intervene in any legal proceeding pursuant to Section 8.02(c) of the Indenture, (iv) the extent
that
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May 27, 2011
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any delay contemplated by Section 8.05 of the Indenture exceeds the applicable statute of
limitations, or (v) any purported right of indemnification or exculpation with respect to illegal
acts, intentional torts, willful conduct, or violations of securities laws.
The foregoing opinion is based solely on a review of generally applicable laws of New York and
not on the basis of any review of any orders, decrees, judgments or other determinations that may
be specifically applicable to the Company.
For the purpose of rendering the foregoing opinion, we have examined only (i) the Indenture,
(ii) the form of the Securities contained in the Indenture, (iii) your opinions of counsel, dated
the date of the Indenture and the date hereof (the Calfee Opinions). Other than our review of
the foregoing documents, we have not reviewed any other documents or made any independent
investigation whatsoever for the purposes of rendering this opinion, and we make no representation
as to the scope or sufficiency of our document review for your purposes. With your permission, our
opinion is qualified in all respects by the scope of such document examination.
In rendering the foregoing opinion, we have made such examination of laws as we have deemed
relevant for the purposes hereof. We have not participated in any aspect of the negotiation,
documentation or consummation of the transactions underlying or contemplated by, or entered into
concurrently with, the Indenture or the Securities. Accordingly, we have, with your permission,
assumed and relied, without independent investigation, upon inter alia, (i) the due formation,
existence and good standing of, and the truth, accuracy and completeness of the representations
contained in the Indenture and the Securities and made by the respective parties thereto, (ii) the
due authorization, execution and valid delivery of the Indenture by the respective parties thereto,
(iii) the due authorization, execution and issuance of the Securities in accordance with the
Indenture (iv) the legality, validity and binding effect of the Indenture with respect to the
Trustee, (v) that any action taken by any Person in connection with the performance or enforcement
of the Indenture or the Securities to which it is a party will be lawful, commercially reasonable
and taken in good faith and that such Person will perform its obligations, or seek to enforce its
rights, under the Indenture and the Debt Securities only in circumstances and in a manner in which
it is equitable and commercially reasonable to do so and otherwise in accordance with applicable
law, (vi) the genuineness of all signatures, the authenticity of all documents submitted to us as
originals, and the conformity with the original documents of all documents submitted to us as
reproduced copies, and the authenticity of all such latter documents, and (vii) the accuracy of the
matters addressed in the Calfee Opinions.
We express no opinion with respect to compliance by the Company or any other party with the
disclosure or anti-fraud requirements of the New York blue sky laws or the effect of any
non-compliance with such requirements on the enforceability of the Indenture or the Securities.
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We express no opinion herein as to any of the transactions underlying or contemplated by to
the Indenture or the Securities. Without limiting the generality of the foregoing, we express
no opinion with respect to the financial terms of those transactions, the fairness of those
terms to any person or entity, or the satisfaction of any fiduciary duties that may exist.
We express no opinion as to the law of any jurisdiction other than the law of the State of New
York.
This opinion speaks only as of the date of its issue and may not be relied upon to the extent
subsequent legislative actions or judicial decisions cause changes in the law which would affect
the validity of this opinion if given at that time. We assume no responsibility to revise or amend
this opinion in the event of such actions or decisions. This opinion is being issued and delivered
solely for your benefit and may not be relied upon by any other person. You may rely on this
opinion letter in issuing your opinion of counsel to the Company in connection with the issuance of
the Indenture and the Securities.
Very truly yours,
/s/ Harter Secrest & Emery LLP