Exhibit 5.5
May 13, 2016
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”), and are rendering this opinion in connection with the prospectus, dated November 2, 2015 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated May 10, 2016 (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) $900,000,000.00 of the Company’s 5.000% Senior Notes due 2026 (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 Fifth Supplemental Indenture, dated as of May 13, 2016 (the “Supplemental Indenture”), among the Company, the Guarantors and the Trustee (the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”).
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. 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, (ii) possesses the corporate power and authority to execute and deliver the Guarantees and the Indenture and to perform its obligations thereunder, and (iii) has duly authorized, executed and delivered the Guarantees and the Indenture .
May 13, 2016
Page 2
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 Company’s Current Report on Form 8-K to be filed on May 13, 2016. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. 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.
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.
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| Very truly yours, |
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| /s/ Taft Stettinius & Hollister LLP |
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| Taft Stettinius & Hollister LLP |
Attachment: Schedule A — List of Guarantors
May 13, 2016
Page 3
SCHEDULE A
Guarantors
| | |
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 |
