Exhibit 5.4
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| | | | Squire Patton Boggs (US) LLP |
| | | | 1 E. Washington St., Suite 2700 Phoenix, Arizona 85004 |
| | | | O+1 602 528 4000 |
| | | | F+1 602 253 8129 squirepattonboggs.com |
| | | | Matthew M. Holman |
| | | | T+1 602 528 4083 matthew.holman@squirepb.com |
November 5, 2015
The Goodyear Tire & Rubber Company
200 Innovation Way
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”), and are rendering this opinion in connection with the prospectus, dated November 2, 2015 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated November 2, 2015 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the registration statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on November 2, 2015 and the offer and sale of: (i) $1,000,000,000.00 in aggregate principal amount of the Company’s 5.125% Senior Notes due 2023 (the “Notes”) and (ii) guarantees of the Notes (the “Guarantees”) by certain subsidiaries of the Company listed on Schedule A hereto (collectively, the “Guarantors”), in each case to be issued pursuant to the Indenture, dated as of August 13, 2010 (the “Base Indenture”), among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated as of November 5, 2015 (the “Supplemental Indenture”), among the Company, the Guarantors and the Trustee (the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”).
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. 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.
The Goodyear Tire & Rubber Company
November 5, 2015
Page 2
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, (ii) possesses the corporate power and authority to execute, deliver and perform the Guarantees and the Indenture, and (iii) has duly authorized, executed and delivered 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.
We hereby consent to the filing of this opinion as Exhibit 5.4 to the Company’s Current Report on Form 8-K to be filed on November 5, 2015. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. 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.
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| Very truly yours, |
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| /s/ Squire Patton Boggs (US) LLP |
Attachment: Schedule A - List of Guarantors
SCHEDULE A
Guarantors
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Guarantors | | State of Incorporation or Formation |
Celeron Corporation | | Delaware |
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Divested Companies Holding Company | | Delaware |
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Divested Litchfield Park Properties, Inc. | | Arizona |
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Goodyear Export Inc. | | Delaware |
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Goodyear Farms, Inc. | | Arizona |
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Goodyear International Corporation | | Delaware |
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Goodyear Western Hemisphere Corporation | | Delaware |
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T&WA, Inc. | | Kentucky |
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Wingfoot Commercial Tire Systems, LLC | | Ohio |
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Goodyear Canada Inc. | | Ontario, Canada |
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Wingfoot Mold Leasing Company | | Nova Scotia, Canada |
