Exhibit 5.4
[SQUIRE SANDERS (US) LLP LETTERHEAD]
February 20, 2013
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316-0001
Ladies and Gentlemen:
We have acted as special Arizona counsel to The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), and its subsidiaries Divested Litchfield Park Properties, Inc., an Arizona corporation (“DLPP”), and Goodyear Farms, Inc., an Arizona corporation (“Goodyear Farms”), relating to the registration by the Company under the Securities Act of 1933, as amended (the “Act”), of (i) one or more series of debt securities (the “Debt Securities”) and (ii) Guarantees of the Debt Securities (the “Guarantees”) by certain subsidiaries of the Company listed on Schedule A hereto (collectively, the “Guarantors”), pursuant to the registration statement on Form S-3 (the “Initial Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on August 10, 2010, and Post-Effective Amendment No. 1 thereto (“Amendment No. 1,” and together with the Initial Registration Statement, the “Registration Statement”), filed with the Commission on the date hereof. As described in the Registration Statement, the Debt Securities and Guarantees may be issued from time to time in one or more offerings.
We have reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion and have examined an indenture in the form of Exhibit 4.8 to the Registration Statement (the “Indenture”). We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.
We have relied as to certain matters on information furnished by public officials, officers of the Company and the Guarantors, and other sources believed by us to be responsible.
Based upon the foregoing, it is our opinion that each of DLPP and Goodyear Farms: (i) is a corporation duly formed, validly existing and in good standing under the laws of the State of Arizona and (ii) possesses the corporate power and authority to execute, deliver and perform the Guarantees and the Indenture.
We are members of the bar of the State of Arizona. We do not express any opinion herein on any laws other than those of the State of Arizona.
The Goodyear Tire & Rubber Company
February 20, 2013
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.4 to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours, |
| /s/ Squire Sanders (US) LLP |
Attachment: Schedule A - List of Guarantors
SCHEDULE A
Guarantors
Guarantors | State of Incorporation or Formation | |
| Celeron Corporation | Delaware | |
| Dapper Tire Co., Inc. | California | |
| Divested Companies Holding Company | Delaware | |
| Divested Litchfield Park Properties, Inc. | Arizona | |
| Goodyear Canada Inc. | Ontario, Canada | |
| Goodyear Export Inc. | Delaware | |
| Goodyear Farms, Inc. | Arizona | |
| Goodyear International Corporation | Delaware | |
| Goodyear Western Hemisphere Corporation | Delaware | |
| Wheel Assemblies Inc. | Delaware | |
| Wingfoot Commercial Tire Systems, LLC | Ohio | |
| Wingfoot Mold Leasing Company | Nova Scotia, Canada | |