Attached files

file filename
EX-12.1 - EX-12.1 - Owens Corningd224427dex121.htm
EX-5.3 - EX-5.3 - Owens Corningd224427dex53.htm
EX-5.1 - EX-5.1 - Owens Corningd224427dex51.htm
EX-4.1 - EX-4.1 - Owens Corningd224427dex41.htm
EX-1.1 - EX-1.1 - Owens Corningd224427dex11.htm
8-K - FORM 8-K - Owens Corningd224427d8k.htm

Exhibit 5.2

 

LOGO

   

Reinhart Boerner Van Deuren s.c.

P.O. Box 2965

Milwaukee, WI 53201-2965

 

1000 North Water Street

Suite 1700

Milwaukee, WI 53202

 

Telephone: 414-298-1000

Facsimile: 414-298-8097

reinhartlaw.com

August 8, 2016

 

Owens Corning

One Owens Corning Parkway

Toledo, OH 43659

  

Jones Day

901 Lakeside Avenue

Cleveland, OH 44114

Ladies and Gentlemen:

We have acted as local Wisconsin counsel to CDC Corporation, a Wisconsin corporation (the “Guarantor”), in connection with (i) the issuance and sale by Owens Corning, a Delaware corporation (“Parent”), of $400,000,000 aggregate principal amount of Parent’s 3.400% Senior Notes due 2026 (the “Debt Securities”), and (ii) the guarantee (the “Guarantee”) to be issued by the Guarantor to holders of the Debt Securities, pursuant to the prospectus supplement dated August 3, 2016, supplementing the prospectus dated February 11, 2015 that forms a part of the Parent’s Registration Statement (the “Registration Statement”) on Form S-3 (Registration No. 333-202011) filed on February 11, 2015 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).

The Debt Securities and the Guarantee are being issued under an Indenture dated as of June 2, 2009, as supplemented by the Third Supplemental Indenture dated as of October 22, 2012, the Fourth Supplemental Indenture dated as of November 12, 2014, and the Fifth Supplemental Indenture dated as of August 8, 2016 (as so supplemented, the “Indenture”) among Parent, the Guarantor, certain other subsidiaries of Parent who will issue guarantees of the Debt Securities under the Indenture and Wells Fargo Bank, National Association, as trustee. This letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering this opinion we have, with your permission, relied on an officer’s certificate as to certain factual matters. In rendering this opinion we have, with your permission, assumed without investigation, verification or inquiry that all signatures on the documents reviewed by us are genuine; the copies of all documents submitted to us are accurate and complete; each such document that is original is authentic and each such document that is a copy conforms to an authentic original.

Milwaukee  •  Madison  •  Waukesha  •  Rockford, IL

Chicago, IL  •  Phoenix, AZ  •  Denver, CO


Owens Corning

Jones Day

<August 8, 2016>

Page 2

 

Based upon the foregoing, but subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:

1. The Guarantor is a corporation validly existing under the laws of the State of Wisconsin and, based solely on a certificate issued by the Wisconsin Department of Financial Institutions (the “Department”) on August 5, 2016: (a) the Guarantor has filed with the Department during its most recently completed report year the required annual report; and (b) Articles of Dissolution of the Guarantor have not been filed with the Department.

2. The Guarantor has the corporate power and authority to enter into, and perform its obligations under, the Indenture and the Guarantee.

3. The execution, delivery and performance of the Indenture and the Guarantee have been duly authorized by all necessary corporate action on the part of the Guarantor.

4. The Indenture and the Guarantee have been duly executed and delivered by the Guarantor.

The opinions expressed herein are limited to the laws of the State of Wisconsin in effect on the date hereof as they presently apply and we express no opinion herein as to the laws of any other jurisdiction. These opinions are given as of the date hereof, they are intended to apply only to those facts and circumstances that exist as of the date hereof, and we assume no obligation or responsibility to update or supplement these opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur, or to inform the addressees of any change in circumstances occurring after the date hereof that would alter the opinions rendered herein.

This opinion is limited to the matters set forth herein, and no opinion may be inferred or implied beyond the matters expressly contained herein. This opinion is being provided solely in connection with the Registration Statement. This opinion may not be used for any other purpose, or filed with or disclosed to any governmental authority without our prior written consent.


Owens Corning

Jones Day

<August 8, 2016>

Page 3

 

We hereby consent to the filing of this letter as an Exhibit to the Parent’s Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement, and to all references to our firm included in or made a part of the Prospectus. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

 

Very truly yours,
REINHART BOERNER VAN DEUREN s.c.
BY   /s/ Benjamin G. Lombard
  Benjamin G. Lombard