Exhibit 5.2

                            [SHEARMAN & STERLING LLP]



                                 March 23, 2005


RPM International Inc.
2628 Pearl Road
P.O. Box 777
Medina, Ohio 44258


                             RPM International Inc.


Ladies and Gentlemen:

         In connection with the registration statement on Form S-4 (the
"Registration Statement") of RPM International Inc., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
the Company's offer to exchange all of its outstanding 4.45% Senior Notes due
2009 (the "Initial Notes") for new 4.45% Senior Notes due 2009 (the "Exchange
Notes"), you have asked us to provide you with our opinion under the law of the
State of New York as to the enforceability of the Exchange Notes. The Initial
Notes were issued pursuant to an indenture dated as of September 30, 2004 (the
"Indenture"), between the Company and The Bank of New York, a New York banking
corporation, as trustee (the "Trustee").

         In that connection, we have reviewed the originals, or copies
identified to our satisfaction, of the Indenture, the Registration Statement,
and such corporate records of the Company, certificates of public officials,
officers of the Company and other persons, and other documents, agreements and
instruments, as we have deemed necessary as a basis for the opinions expressed
below. In our review, we have assumed the genuineness of all signatures, the
authenticity of the originals of the documents submitted to us and the
conformity to authentic originals of any documents submitted to us as copies. We
have further assumed, as to matters of fact, the truthfulness of the
representations made in certificates of public officials and officers of the
Company; that the Indenture and the Exchange Notes are the legal, valid and
binding obligations of each party thereto other than the Company, enforceable
against each such party in accordance with its terms; and that the Indenture and
the Exchange Notes will be governed by and construed in accordance with the law
of the State of New York.

         Our opinion set forth below is limited to the law of the State of New
York, and we do not express any opinion herein concerning any other law.

         Based upon the foregoing and upon such other investigation as we have
deemed necessary and subject to the qualifications set forth below, we are of
the opinion that, when duly executed by the Company and when authenticated by
the Trustee upon exchange for the Initial Notes in accordance with their terms
and the terms of the Indenture, the Exchange Notes will be




the legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms and entitled to the benefits of the
Indenture.

         Our opinion expressed above is subject to:

         (a)      the effect of any applicable bankruptcy, insolvency,
                  reorganization, moratorium or similar laws affecting
                  creditors' rights generally (including without limitation all
                  laws relating to fraudulent transfers); and

         (b)      the effect of general principles of equity, including without
                  limitation concepts of materiality, reasonableness, good faith
                  and fair dealing (regardless of whether considered in a
                  proceeding in equity or at law).

         We understand that this opinion is to be used in connection with the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the use of our name in the
Prospectus under the caption "Legal Matters." In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder.

                                                Very truly yours,

                                                /s/ Shearman & Sterling LLP
                                                ---------------------------
                                                Shearman & Sterling LLP

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