Exhibit 5.6

May 22, 2020
The Goodyear Tire & Rubber Company
200 Innovation Way
Akron, Ohio 44316-0001
Dear Sirs/Mesdames:
Re: Goodyear Canada Inc.
We have acted as special Ontario counsel to Goodyear Canada Inc. (“Goodyear Canada”) in connection with (x) the financial assistance being provided by Goodyear Canada to its parent company, The Goodyear Tire & Rubber Company (“Goodyear US”), and (y) the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of the guarantees of Goodyear Canada (the “Guarantees”) contained in the Indenture (defined below) pursuant to the registration statement on FormS-3 filed with the Securities and Exchange Commission (the “Commission”) on May 13, 2020 (the “Registration Statement”). The financial assistance relates to certain senior unsecured notes to be issued by Goodyear US pursuant to the Indenture dated as of August 13, 2010 (the “Base Indenture”) between Goodyear US, the subsidiary guarantors parties thereto and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented to the date hereof and as further supplemented by the Seventh Supplemental Indenture dated as of May 18, 2020 (the “Seventh Supplemental Indenture”), between Goodyear US, the subsidiary guarantors party thereto and the Trustee (the Base Indenture, as so supplemented, including by the Seventh Supplemental Indenture, collectively, the “Indenture”)
EXAMINATION OF DOCUMENTS
In giving the opinions set out in this letter, we have, in our capacity as special Ontario counsel to Goodyear Canada, examined an executed copy of the Indenture (which includes the Guarantees).
For the purposes of the opinions expressed below, we have considered the questions of law, made the investigations, and examined originals or copies, certified or otherwise identified to our satisfaction, of the certificates of public officials and other certificates, documents and records, that we considered necessary or relevant, and we have relied, without independent verification or investigation on all statements as to matters of fact contained in the certificates, documents and records we examined, including:
| (a) | the articles andby-laws of Goodyear Canada (the “Constating Documents”); |
| (b) | certified copies of a Written Declaration of Goodyear US, as the sole shareholder of Goodyear Canada, restricting the powers of the directors of Goodyear Canada and a resolution of Goodyear US, as the sole shareholder of Goodyear Canada, authorizing, among other things, the execution, delivery and performance of the Indenture; |
| | | | |
Gowling WLG (Canada) LLP Suite 1600, 1 First Canadian Place 100 King Street West Toronto ON M5X 1G5 Canada | | T +1 416 862 7525 F +1 416 862 7661 gowlingwlg.com | | Gowling WLG (Canada) LLP is a member of Gowling WLG, an international law firm which consists of independent and autonomous entities providing services around the world. Our structure is explained in more detail atgowlingwlg.com/legal. |