| | | | |
 | | 1120 NW Couch Street 10th Floor Portland, OR 97209-4128 | |  +1.503.727.2000
 +1.503.727.2222
PerkinsCoie.com |
EXHIBIT 5.2
January 6, 2021
The Greenbrier Companies, Inc.
One Centerpointe Drive, Suite 200
Lake Oswego, Oregon 97035
| | Re: | Post-Effective Amendment No. 1 to Registration Statement on Form S-8 for Shares of Common Stock, without par value, of The Greenbrier Companies, Inc. (the “Company”) |
Ladies and Gentlemen:
We have acted as counsel to you in connection with the preparation of Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (the “Registration Statement Amendment”) under the Securities Act of 1933, as amended (the “Act”), which you are filing with the Securities and Exchange Commission with respect to up to 1,100,000 shares of common stock, without par value, of the Company (the “Rollover Shares”), which previously may have been issuable under the Company’s 2017 Amended and Restated Stock Incentive Plan (the “2017 Plan”) and which going forward may be issued under the Company’s 2021 Stock Incentive Plan (the “2021 Plan”) to the extent not issued under the 2017 Plan. The 2021 Plan was previously approved by the Board of Directors of the Company in October 2020. Effectiveness of the 2021 Plan is subject to shareholder approval at the 2021 Annual Meeting of Shareholders scheduled to be held on January 6, 2021.
We have examined the Registration Statement Amendment and such documents and records of the Company as we have deemed necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures, and the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based upon and subject to (a) the assumptions stated and in reliance on statements of fact contained in the documents that we have examined and (b) completion of all corporate action required to be taken by the Company to duly authorize the proposed issuance of the Rollover Shares, including shareholder approval of the 2021 Plan, we are of the opinion that any Rollover Shares issued by the Company pursuant to the 2021 Plan, upon registration by its registrar of such Rollover Shares and the issuance thereof by the Company in accordance with the terms of the 2021 Plan, and the receipt of consideration for such Rollover Shares in accordance with the terms of the 2021 Plan, will be legally issued, fully paid and nonassessable.
