[Wyatt, Tarrant & Combs Letterhead]
May 16, 1996
Board of Directors
Ashland Inc.
P.O. Box 391
Ashland, KY 41114
Re: Rights Agreement dated as of May 16, 1996 between
Ashland Inc. and Harris Trust and Savings Bank, as
RIGHTS AGENT
Ladies and Gentlemen:
We have acted as special Kentucky counsel to Ashland Inc., a Kentucky
corporation (the "Company"), in connection with the preparation and
adoption of the Rights Agreement dated as of May 16, 1996 between the
Company and Harris Trust and Savings Bank, as Rights Agent (the "Rights
Agreement"), and the issuance of rights (the "Rights") to purchase shares
of the Series A Participating Cumulative Preferred Stock, without par
value, of the Company (the "Preferred Shares") as contemplated in the
Rights Agreement. We are providing this opinion to you at the request of
the Company.
For purposes of this opinion, we have reviewed the Kentucky Business
Corporation Act (the "Act") and the case law of Kentucky, and we have
examined such documents and matters as we have deemed necessary and
appropriate. The documents we examined include, but are not limited to, the
Articles of Incorporation and
Board of Directors
Ashland Inc.
May 16, 1996
Page 2.
Bylaws of the Company, the materials distributed to each member of the
Board of Directors concerning the Rights Agreement, and an executed copy of
the Rights Agreement.
For purposes of this opinion, we have assumed that each member of the
Board of Directors, in connection with the adoption of the Rights
Agreement, acted in good faith; made inquiry into the action to be taken
with the care that an ordinarily prudent person in a like position would
exercise under similar circumstances; and acted in a manner he or she
believed to be in the best interests of the Company.
Based upon the foregoing, and subject to the qualifications and
limitations set forth below in this letter, we are of the opinion that:
1. The Board of Directors was legally authorized to issue the Rights
upon the terms and conditions contained in the Rights Agreement, and the
Rights have been validly issued by the Company.
2. The Preferred Shares to be issued upon the exercise of the Rights
are duly authorized and, assuming (a) the Preferred Shares so issuable will
continue to be duly authorized on the dates of exercise of the Rights, (b)
the provisions of any applicable state or federal securities laws have been
complied with, and (c) no change occurs in the applicable law, when the
Rights are exercised in accordance with the terms of the Rights Agreement,
the Preferred Shares so issuable will be validly issued, fully paid and
nonassessable.
3. In adopting the Rights Agreement, the Board of Directors met the
standard of care for directors of a Kentucky corporation set forth in the
Act.
This opinion is limited to the law of the State of Kentucky, and we do
not express any opinion concerning any other law. This opinion relates
solely to the questions of law addressed above and does not address other
questions of law which may be presented by these facts. This opinion is
furnished for the benefit of the Board of Directors and the Company in
connection with the adoption of the Rights Agreement and the issuance of
the Rights, and may not be relied upon by any other person or in any other
context without our prior written consent. We expressly disclaim any
responsibility for advising you of any change occurring hereafter in
circumstances concerning the subject matter of this
Board of Directors
Ashland Inc.
May 16, 1996
Page 3.
opinion, including any changes in the applicable law occurring after the
date of this opinion.
We consent to the use of this opinion as an exhibit to the
Registration Statement on Form 8-A being filed by the Company with the
Securities and Exchange Commission relating to the registration of the
Rights under the Securities and Exchange Act of 1934.
Very truly yours,
WYATT, TARRANT & COMBS
/s/ Wyatt, Tarrant & Combs