Exhibit 5.1
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
November 6, 2020
Tenneco Inc.
500 North Field Drive
Lake Forest, Illinois 60045
Re: Registration Statement on Form S-8
Dear Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission on or about November 6, 2020, relating to 133,156 shares of Class A Voting Common Stock, par value $0.01 per share (“Class A Voting Common Stock”), of Tenneco Inc. (the “Company”) issuable pursuant to a Restricted Stock Unit Inducement Grant Award Agreement, effective as of August 3, 2020, by and between the Company and Kevin W. Baird (2-Year Vesting), 106,524 shares of Class A Voting Common Stock of the Company issuable pursuant to a Restricted Stock Unit Inducement Grant Award Agreement, effective as of August 3, 2020, by and between the Company and Kevin W. Baird (3-Year Vesting), and 146,472 shares of Class A Voting Common Stock of the Company issuable pursuant to a Restricted Stock Unit Inducement Grant Award Agreement, effective as of August 10, 2020, by and between the Company and Matti Masanovich (each such agreement, an “Inducement Award Agreement,” and such shares of Class A Voting Common Stock, collectively, the “Shares”).
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, the By-laws of the Company (as amended), each Inducement Award Agreement 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.
Mayer Brown is a global services provider comprising an association of legal practices that are separate entities including
Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)
and Tauil & Chequer Advogados (a Brazilian partnership).
Mayer Brown LLP
Tenneco Inc.
November 6, 2020
Page 2
Based upon the above, and subject to the stated assumptions, we are of the opinion that, when issued in accordance with the terms of each Inducement Award Agreement, the Shares will be duly authorized, validly issued, fully paid and non-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.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm in the prospectus contained therein. In giving this 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.
Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or any other document or agreement involved with the issuance of the Shares. We assume no obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein.
Very truly yours,
/S/ MAYER BROWN LLP
MAYER BROWN LLP