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                                                                     Exhibit 5.1

June ___, 2000

The Geon Company
One Geon Center
Avon Lake, Ohio 44012

              Re: Registration Statement on Form S-4 (SEC File No. 333-________)

Ladies and Gentlemen:

We are acting as counsel to The Geon Company ("Geon") in connection with (i) the
Agreement and Plan of Consolidation by and between M. A. Hanna Company ("Hanna")
and Geon, dated as of May 7, 2000 (the "Consolidation Agreement") providing for
the consolidation of Geon, Hanna and Consolidation Corp., an Ohio corporation
formed by Geon and Hanna for purposes of the consolidation contemplated by the
Consolidation Agreement, into a resulting Ohio corporation ("Newco"), and (ii)
the registration under the Securities Act of 1933, as amended, by a joint
Registration Statement of Geon and Hanna on Form S-4 (the "Registration
Statement"), of 98,895,084 common shares, with a par value of $.01 each, of
Newco to be issued pursuant to the terms of the Consolidation Agreement.

In rendering this opinion, we have examined (a) the Articles of Incorporation
and Code of Regulations of Newco, both as proposed to be effective at the
Effective Time (as defined in the Consolidation Agreement), (b) the
Consolidation Agreement, and (c) such records and documents as we have deemed
advisable in order to render this opinion. We have assumed that, prior to the
issuance of any of the common shares of Newco covered by the Registration
Statement, and as of the Effective Time, the stockholders of both Geon and Hanna
will have adopted the Consolidation Agreement and both Geon and Hanna will have
filed the Delaware Certificate of Consolidation and the Ohio Certificate of
Consolidation (as defined in the Consolidation Agreement). As a result of the
foregoing, we are of the opinion that:

         1. Upon the filing of the Delaware Certificate of Consolidation and the
Ohio Certificate of Consolidation, Newco will be duly incorporated, validly
existing and in good standing under the laws of the State of Ohio.

         2. The 98,895,084 common shares covered by the Registration Statement
will have been duly authorized and when issued in exchange for the common stock
of Geon or Hanna pursuant to the terms described in the Consolidation Agreement,
will be legally issued by Newco and fully paid and nonassessable.

The information set forth herein is as of the date hereof. We assume no
obligation to advise you of changes that may hereafter be brought to our
attention. Our opinion is based on statutory laws and judicial decisions that
are in effect on the date hereof, and we do not opine with respect to any law,
regulation, rule, or governmental policy that may be enacted or adopted after
the date hereof, nor do we assume any responsibility to advise you of future
changes in our opinion.

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This opinion is solely for your information in connection with the transaction
contemplated by the Consolidation Agreement and is not to be quoted in whole or
in part or otherwise referred to in any of Geon's or Newco's financial
statements or other public releases, nor is it to be filed with any governmental
agency or other person without the prior written consent of this firm. This
letter may not be relied upon by any other person or for any other purposes
whatsoever.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement as filed with the Securities and Exchange Commission in connection
with the transaction contemplated by the Consolidation Agreement and to the use
of our name therein under the caption "Legal Matters."


Very truly yours,