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
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.
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