Exhibit 5.1
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Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606-4637
Main Tel +1 312 782 0600
Main Fax +1 312 701 7711
www.mayerbrown.com
October 1, 2018
Tenneco Inc.
500 North Field Drive
Lake Forest, Illinois 60045
Re: Registration Statement on FormS-8
Dear Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on FormS-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission on or about October 1, 2018, relating to 1,771,254 additional shares of Class A Voting Common Stock, par value $0.01 per share (the “Shares”), of Tenneco Inc. (the “Company”) issuable pursuant to the Tenneco Inc. 2006 Long-Term Incentive Plan, as amended and restated (the “Plan”).
In rendering the opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of the Registration Statement, the Amended and Restated Certificate of Incorporation of the Company, theBy-laws of the Company (as amended), the Plan and such corporate records, certificates of public officials and other documentation as we deem necessary or appropriate. We have assumed, without independent investigation, the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, the conformity to original documents of all documents submitted to us as certified, photostatic, reproduced or conformed copies and the authenticity of the originals of such latter documents.
Based upon the above, and subject to the stated assumptions, we are of the opinion that, when issued in accordance with the terms of the Plan, the Shares will be duly authorized, validly issued, fully paid andnon-assessable.
Our opinion set forth herein is limited to the General Corporation Law of the State of Delaware. We express no opinion and make no representation with respect to any other laws or the law of any other jurisdiction.
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