Attached files
file | filename |
---|---|
EX-99.1 - EX-99.1 - WestRock Co | d936993dex991.htm |
EX-5.1 - EX-5.1 - WestRock Co | d936993dex51.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 5.2
|
Robert B. McIntosh Executive Vice President, General Counsel and 1000 Abernathy Road NE Atlanta, GA 30328 Direct: 678-291-7456 bob.mcintosh@westrock.com |
June 3, 2020
WestRock Company
1000 Abernathy Road NE
Atlanta, Georgia 30328
Ladies and Gentlemen:
I have acted as counsel for WestRock RKT, LLC, a Delaware limited liability company (the Georgia Guarantor), in connection with the issuance by WRKCo Inc., a Delaware corporation (the Issuer) of $600,000,000 aggregate principal amount of 3.000% Senior Notes due 2033 (the Notes), and guarantee (the Guarantee) thereof by the Georgia Guarantor, in accordance with the Underwriting Agreement, dated June 1, 2020, among BofA Securities, Inc., Wells Fargo Securities, LLC, Rabo Securities USA, Inc., SMBC Nikko Securities America, Inc. and SunTrust Robinson Humphrey, Inc. as representatives of the several Underwriters listed in Schedule A thereto, the Issuer, WestRock Company, a Delaware corporation (Parent), WestRock MWV, LLC, a Delaware limited liability company (WRK MWV) and the Georgia Guarantor.
In such capacity and in connection with the opinions expressed herein, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the (1) Registration Statement on Form S-3 (Registration No. 333-231456), filed with the Securities and Exchange Commission on May 14, 2019, and (2) the indenture dated as of December 3, 2018 (the Base Indenture), by and among the Issuer, 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 (the Third Supplemental Indenture), by and among the Issuer, the Guarantors and the Trustee (the Base Indenture, as supplemented by the Third Supplemental Indenture, the Indenture).
Based upon the foregoing, I am of opinion that:
1. The Indenture has been duly authorized, executed and delivered by the Georgia Guarantor.
I am admitted to practice only in the State of Georgia, and accordingly, do not express any opinion herein concerning any law other than the laws of the State of Georgia as currently in effect.
I hereby consent to the filing of this opinion with the Commission as Exhibit 5.2 to the Registration Statement. I also consent to the reference to my name under the caption Validity of
the Notes in the Prospectus Supplement constituting part of the Registration Statement. In giving this consent, I do not hereby admit that I am 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 promulgated thereunder. I also consent to Cravath, Swaine & Moore LLP relying, as to matters of Georgia law, upon this opinion in connection with the opinion provided by that law firm that is included as an exhibit to the Registration Statement.
[Signature Page Follows]
Very truly yours, |
/s/ Robert B. McIntosh |
Robert B. McIntosh |