Attached files
file | filename |
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EX-99.1 - EX-99.1 - WestRock Co | d936993dex991.htm |
EX-5.2 - EX-5.2 - WestRock Co | d936993dex52.htm |
EX-4.2 - EX-4.2 - WestRock Co | d936993dex42.htm |
EX-1.1 - EX-1.1 - WestRock Co | d936993dex11.htm |
8-K - FORM 8-K - WestRock Co | d936993d8k.htm |
Exhibit 5.1
CRAVATH, SWAINE & MOORE LLP
WORLDWIDE PLAZA | ||||||||
JOHN W. WHITE EVAN R. CHESLER RICHARD W. CLARY STEPHEN L. GORDON ROBERT H. BARON DAVID MERCADO CHRISTINE A, VARNEY PETER T. BARBUR THOMAS G. RAFFERTY MICHAEL S. GOLDMAN RICHARD HALL JULIE A. NORTH ANDREW W. NEEDHAM STEPHEN L. BURNS KATHERINE B. FORREST KEITH R. HUMMEL DAVID J. KAPPOS DANIEL SLIFKIN ROBERT I. TOWNSEND, III PHILIP J. BOECKMAN WILLIAM V. FOGG FAIZA J. SAEED RICHARD J. STARK THOMAS E. DUNN MARK I. GREENE |
DAVID R. MARRIOTT MICHAEL A. PASKIN ANDREW J. PITTS MICHAEL T. REYNOLDS ANTONY L. RYAN GEORGE E. ZOBITZ GEORGE A. STEPHANAKIS DARIN P. MCATEE GARY A. BORNSTEIN TIMOTHY G. CAMERON KARIN A. DEMASI DAVID S. FINKELSTEIN DAVID GREENWALD RACHEL G. SKAISTIS PAUL H. ZUMBRO ERIC W. HILFERS GEORGE F. SCHOEN ERIK R. TAVZEL CRAIG F. ARCELLA DAMIEN R. ZOUBEK LAUREN ANGELILLI TATIANA LAPUSHCHIK ALYSSA K. CAPLES JENNIFER S. CONWAY MINH VAN NGO |
825 EIGHTH AVENUE | KEVIN J. ORSINI MATTHEW MORREALE JOHN D. BURETTA J. WESLEY EARNHARDT YONATAN EVEN BENJAMIN GRUENSTEIN JOSEPH D. ZAVAGLIA STEPHEN M. KESSING LAUREN A. MOSKOWITZ DAVID J. PERKINS JOHNNY G. SKUMPIJA J. LEONARD TETI, II D. SCOTT BENNETT TING S. CHEN CHRISTOPHER K. FARGO KENNETH C. HALCOM DAVID M. STUART AARON M. GRUBER O. KEITH HALLAM, III OMID H. NASAB DAMARIS HERNÁNDEZ JONATHAN J. KATZ MARGARET SEGALL DAMICO RORY A. LERARIS KARA L. MUNGOVAN |
NICHOLAS A. DORSEY | ||||
ANDREW C. ELKEN | ||||||||
JENNY HOCHENBERG | ||||||||
NEW YORK, NY 10019-7475 | VANESSA A. LAVELY | |||||||
G.J. LIGELIS JR. | ||||||||
TELEPHONE: + 1 - 21 2 -474-1000 | MICHAEL E. MARIANI | |||||||
FACSIMILE: + 1 - 212 - 474-3700 | LAUREN R. KENNEDY | |||||||
SASHA ROSENTHAL-LARREA | ||||||||
ALLISON M. WEIN | ||||||||
MICHAEL P. ADDIS | ||||||||
CITYPOINT | JUSTIN C. CLARKE | |||||||
ONE ROPEMAKER STREET | SHARONMOYEE GOSWAMI | |||||||
LONDON EC2Y 9HR | C. DANIEL HAAREN | |||||||
TELEPHONE: +44-20-7453-1000 | EVAN MEHRAN NORRIS | |||||||
LAUREN M. ROSENBERG | ||||||||
SPECIAL COUNSEL | ||||||||
SAMUEL C. BUTLER | ||||||||
OF COUNSEL | ||||||||
MICHAEL L. SCHLER | ||||||||
CHRISTOPHER J. KELLY |
June 3, 2020
WRKCo Inc.
3.000% Senior Notes due 2033
Ladies and Gentlemen:
We have acted as counsel for WRKCo Inc., a Delaware corporation (the Issuer), in connection with the public offering and sale by the Issuer of $600,000,000 aggregate principal amount of 3.000% Senior Notes due 2033 (the Notes) to be issued pursuant to the Indenture dated as of December 3, 2018 (the Base Indenture), among the Issuer, WestRock Company, a Delaware corporation (Parent), WestRock MWV, LLC, a Delaware limited liability company (WRK MWV) and WestRock RKT, LLC, a Georgia limited liability company (WRK RKT and, together with Parent and WRK MWV, the Guarantors) and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), as supplemented by the third supplemental indenture dated as of June 3, 2020, among the Issuer, the Guarantors and the Trustee (the Third Supplemental Indenture and, together with the Base Indenture, the Indenture), relating to the Notes. The Notes are to be guaranteed (the Guarantees) by the Guarantors on the terms set forth in the Indenture.
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including: (a) the Indenture; (b) the specimen of the Notes to be issued pursuant to the Indenture; and (c) the Registration Statement on Form S-3 (Registration No. 333-231456) filed with the Securities and Exchange Commission (the Commission) on May 14, 2019 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act), relating to the registration under the Securities Act of the Notes and Guarantees.
In expressing the opinions set forth herein, we have assumed, with your consent and without independent investigation or verification, the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as duplicates or copies. We also have assumed, with your consent, that the Indenture has been duly authorized, executed and delivered by the Trustee and that the Notes conform to the form of Note examined by us. We have relied, with respect to factual matters, on statements of public officials and officers and other representatives of the Issuer and the Guarantors.
Based on the foregoing and subject to the qualifications set forth herein, we are of opinion as follows:
1. The Notes have been duly authorized by the Issuer and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, dated June 1, 2020 (the Underwriting Agreement), among the Issuer, the several Underwriters listed in Schedule A to the Underwriting Agreement and the Guarantors, will constitute legal, valid and binding obligations of the Issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).
2. The Guarantee of Parent has been duly authorized by Parent, the Guarantee of WRK MWV has been duly authorized by WRK MWV and, assuming that the Guarantee of WRK RKT has been duly authorized by WRK RKT, when the Notes have been executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Guarantees will constitute legal, valid and binding obligations of the applicable Guarantor (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors rights generally from time to time in effect and to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether considered in a proceeding in equity or at law).
We are admitted to practice in the State of New York, and we express no opinion as to matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Limited Liability Company Act of the State of Delaware. In particular, we do not purport to pass on any matter governed by the laws of Georgia.
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We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the caption Validity of the Notes in the prospectus constituting a part of the 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 Securities Act or the rules and regulations of the Commission.
Very truly yours, |
/s/ Cravath, Swaine & Moore |
WestRock Company
1000 Abernathy Road NE
Atlanta, Georgia 30328
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