January 29, 2021
WestRock Company
1000 Abernathy Road, Suite 800
Atlanta, Georgia 30328
Re: WestRock Company – Registration Statement on Form S-8
Ladies and Gentlemen:
As General Counsel of WestRock Company, a Delaware corporation (the “Company”), I have participated in the preparation by the Company of a registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission relating to the registration under the Securities Act of 1933, as amended, of 4,950,000 additional shares of the Company's common stock, par value $0.01 per share (“Common Stock”), that may be issued pursuant to the WestRock Company 2020 Incentive Stock Plan (the “Plan”).
As such counsel, I have examined and relied upon such records, documents, certificates and other instruments as in my judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, I have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to me as certified, conformed or photographic copies, and as to certificates of public officials, I have assumed the same to have been properly given and to be accurate.
For purposes of the opinion set forth in clause (ii) below, I have assumed that the Common Stock that may be issued under the Plan will continue to be duly authorized on the dates of such issuance.
The opinions expressed herein are limited in all respects to the corporate law of the State of Delaware, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect that such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein.
Based upon the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, I am of the opinion that:
(i) The Common Stock registered pursuant to the registration statement has been duly authorized; and
(ii) When issued in accordance with the provisions of the Plan, the Common Stock will be validly issued, fully paid and non-assessable.
This opinion is given as of the date hereof, and I assume no obligation to advise you after the date hereof of facts or circumstances that come to my attention or changes in law that occur that could affect the opinions contained herein. This opinion is being rendered solely for the benefit of the Company in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without my prior written consent.
I consent to the filing of this opinion as an Exhibit to the registration statement.
| | Very truly yours, |
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| | |
| | /s/Robert B. McIntosh __________________________________
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| | Executive Vice President, General Counsel |
| | and Secretary |
