Exhibit 5.1
O'Sullivan LLP

                                                            30 Rockefeller Plaza
                                                              New York, NY 10112
                                                                  (212) 408-2400
                                                              FAX (212) 408-2420
                                                            www.osullivanllp.com



                                January 15, 2002


Resolution Performance Products LLC
RPP Capital Corporation
1600 Smith Street
Suite 2400
Houston, TX 77002

Ladies and Gentlemen:

          We have acted as special counsel to Resolution Performance Products
LLC, a Delaware limited liability company (the "Company"), RPP Capital
Corporation, a Delaware corporation ("RPP Capital" and, together with the
Company, the "Issuers"), in connection with the Issuers' offer (the "Exchange
Offer") to exchange up to $75 million principal amount of their 13 1/2% Senior
Subordinated Notes due 2010, which have been registered under the Securities Act
of 1933 (the "New Notes"), for a like principal amount of any or all of their
outstanding 13 1/2% Senior Subordinated Notes due 2010 (the "Old Notes").

          We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate and limited
liability company records, certificates of public officials and other
instruments as we have deemed necessary or advisable for the purpose of
rendering this opinion.

          Upon the basis of the foregoing, we are of the opinion that the New
Notes have been duly authorized and, assuming the due execution and delivery of
the New Notes by the Issuers, when the New Notes are executed, authenticated and
delivered in accordance with the Indenture dated as of November 14, 2000 (the
"Indenture") among the Issuers and The Bank of New York, as successor to the
corporate trust business of United States Trust Company of New York, as Trustee,
in exchange for the Old Notes in accordance with the Indenture and the Exchange
Offer, the New Notes will be valid and binding obligations of the Issuers
enforceable against the Issuers in accordance with their terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance and similar laws affecting creditors' rights generally and subject to
general principles of equity.

          We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the General Corporation
Law of the State of Delaware and the Limited Liability Company Act of the State
of Delaware.



Resolution Performance Products LLC
RPP Capital Corporation
Page 2

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-4 (File No. 333-75172), as amended (the
"Registration Statement"), relating to the Exchange Offer. We also consent to
the reference to us under the caption "Legal Matters" in the Prospectus
contained in the Registration Statement. In giving this consent, we do not
thereby admit that we are included in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations promulgated thereunder.

          This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.

                                Very truly yours,

                               /s/ O'Sullivan LLP