EX-5.1 2 ex5-1.htm
Exhibit 5.1

 
Julie M. O’Daniel
General Counsel and Secretary
 
 
 
Valvoline Inc. 
 
3499 Blazer Parkway
P. O. Box 14000
Lexington, KY 40509
Tel: 859 357-2591, Fax:
859 357-2117
jmodaniel@valvoline.com
 
valvoline.com

December 21, 2016

Ladies and Gentlemen:

I am the General Counsel and Corporate Secretary of Valvoline Inc., a Kentucky corporation (Valvoline). Reference is made to the Registration Statement on Form S-8 (the Registration Statement) filed by Valvoline on the date hereof with the Securities and Exchange Commission (the Commission) relating to the registration of $40,000,000 of deferred compensation obligations (the Deferred Compensation Obligations) issuable pursuant to the 2016 Deferred Compensation Plan for Employees (the Plan).

In rendering the opinion below, I have supervised the examination of such documents, corporate records and other instruments necessary for the purposes of this opinion, including (i) the Plan; (ii) the corporate proceedings of Valvoline taken in connection with the Plan and (iii) the Registration Statement filed by Valvoline with the Commission.

For purposes of this opinion, I have assumed the authenticity of all documents submitted to me as originals, the conformity to the originals of all documents submitted to me as copies and the authenticity of the originals of all documents submitted to me as copies. I have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. I have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of other officers and other representatives of the Company and others as to factual matters.

Based upon the foregoing, and subject to the qualifications hereinafter set forth, I am of the opinion that when, and if, issued pursuant to the terms of the Plan, the Deferred Compensation Obligations were, or will constitute, legal, valid and binding obligations of Valvoline, enforceable against Valvoline in accordance with their terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws affecting creditors rights generally from time to time in effect and to 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).

My opinion expressed above is subject to the qualifications that I express no opinion as to the applicability of, compliance with, or effect of any laws except those of the Commonwealth of Kentucky. The opinions expressed herein are based upon the laws in effect on the date hereof, and I assume no obligation to revise or supplement this opinion should such laws be changed by legislative action, judicial decision or otherwise.

I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to me under the caption Interests of Named Experts and Counsel in the Registration Statement. In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended or the rules and regulations of the Commission promulgated thereunder.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion is furnished to you in connection with the filing of the Registration Statement.

 
Very truly yours,        
         
         
/s/ Julie M. O’Daniel
   
 
 
Julie M. O’Daniel
   
 
 
General Counsel and Corporate Secretary