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Exhibit 5.1
(412) 288-3196 May 12, 1994
Quaker State Corporation
255 Elm Street
Oil City, PA 16301
Re: Registration Statement on Form S-8 for the
1994 Non-Employee Directors' Stock Option Plan
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Gentlemen:
We have acted as counsel to Quaker State Corporation, a
Delaware corporation (the "Corporation"), in connection with the
above-captioned Registration Statement (the "Registration Statement")
covering 100,000 shares of Capital Stock, par value $1.00 per share,
of the Corporation (the "Capital Stock") which may be purchased by
non-employee directors of the Corporation under the Corporation's
1994 Non-Employee Directors' Stock Option Plan (the "Plan"). The
Plan provides that either authorized but unissued or treasury shares
of Capital Stock may be issued or delivered upon the exercise of
stock options granted under the Plan. In rendering our opinion
below, we have assumed that any previously issued shares reacquired
by the Corporation and delivered under the Plan will have been duly
authorized, validly issued and fully paid at the time of their
original issuance.
In connection with this opinion, we have examined, among
other things:
(1) the Plan, as currently in effect;
(2) the resolutions adopted by the Board of Directors of the
Corporation on December 16, 1993 adopting the Plan subject to
stockholder approval, authorizing the issuance of up to 100,000
shares of Capital Stock thereunder and reserving 100,000 shares of
Capital Stock for such purpose, such number of shares to be subject
to adjustment or substitution in certain events as provided in
Section 5 of the Plan;
(3) the Composite Certificate of Incorporation of the
Corporation; and
(4) the By-Laws of the Corporation, as currently in effect.
We also acted as counsel to the Corporation in connection
with the preparation of the Proxy Statement for the Annual Meeting of
Stockholders of the Corporation held on the date hereof at which
approval of the adoption of the Plan was submitted to the
Corporation's stockholders. The Plan was attached to the Proxy
Statement as an exhibit and was described
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Quaker State Corporation -2- May 12, 1994
in the Proxy Statement. A representative of this firm attended the
Annual Meeting and examined the report of the Judges of Election
which indicated that the adoption of the Plan was approved by the
Corporation's stockholders.
Based upon the foregoing and upon an examination of such
other documents, corporate proceedings, statutes, decisions and
questions of law as we considered necessary in order to enable us to
furnish this opinion, and subject to the assumption set forth above,
we are pleased to advise you that in our opinion the 100,000 shares
of Capital Stock being registered and which may be issued by the
Corporation upon the exercise of stock options granted under the Plan
have been duly authorized, and upon such issuance in accordance with
the provisions of the Plan such shares will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to the use of our name
under the caption "Legal Opinion" in the Section 10(a) Prospectus
used in connection with the Plan and the Registration Statement.
Yours truly,
/s/ Reed Smith Shaw & McClay
REED SMITH SHAW & McCLAY
cc: Gerald W. Callahan,
Vice President, General Counsel
and Secretary