Exhibit 5.5
425 Walnut Street, Suite 1800 / Cincinnati, Ohio 45202-3957
Tel: 513.381.2838 / Fax: 513.381.0205
www.taftlaw.com
November 2, 2015
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316-0001
Ladies and Gentlemen:
We have acted as special Kentucky counsel to The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), and its subsidiary T&WA, Inc., a Kentucky corporation (“T&WA”), relating to the registration by the Company under the Securities Act of 1933, as amended (the “Act”), and the issuance from time to time in one or more offerings 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, filed with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”).
In connection with this opinion, we have examined 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 the Indenture, dated August 13, 2010 (the “Indenture”) among the Company, the Guarantors party thereto and Wells Fargo Bank, N.A., as trustee. 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 and subject to the foregoing and subject also to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that T&WA: (i) is a corporation duly formed, validly existing and in good standing under the laws of the Commonwealth of Kentucky and (ii) possesses the corporate power and authority to execute and deliver the Guarantees and the Indenture and to perform its obligations thereunder.
We are members of the bar of the Commonwealth of Kentucky. We do not express any opinion herein on any laws other than those of the Commonwealth of Kentucky.
We hereby consent to the filing of this opinion as Exhibit 5.5 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 this consent, we do not admit that we are “experts” under the Securities Act or the rules and regulations of the Commission thereunder with respect to any part of the Registration Statement, including this exhibit.
This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law, and we have assumed that at no future time would any such subsequent change of fact or law affect adversely our ability to render at such time an opinion (a) containing the same legal conclusions set forth herein and (b) subject only to such (or fewer) assumptions, limitations and qualifications as are contained herein.
Very truly yours, |
/s/ Taft Stettinius & Hollister LLP |
Attachment: Schedule A — List of Guarantors
| Taft Stettinius & Hollister LLP | Chicago / Cincinnati / Cleveland / Columbus / Dayton / Indianapolis / Northern Kentucky / Phoenix |
SCHEDULE A
Guarantors
Guarantors | State of Incorporation or Formation | |
Celeron Corporation | Delaware | |
Divested Companies Holding Company | Delaware | |
Divested Litchfield Park Properties, Inc. | Arizona | |
Goodyear Export Inc. | Delaware | |
Goodyear Farms, Inc. | Arizona | |
Goodyear International Corporation | Delaware | |
Goodyear Western Hemisphere Corporation | Delaware | |
T&WA, Inc. | Kentucky | |
Wingfoot Commercial Tire Systems, LLC | Ohio | |
Goodyear Canada Inc. | Ontario, Canada | |
Wingfoot Mold Leasing Company | Nova Scotia, Canada | |