EX-5.1 3 l26329aexv5w1.htm EX-5.1 EX-5.1
 

Exhibit 5.1
[Letterhead of The Goodyear Tire & Rubber Company]
May 22, 2007
The Goodyear Tire & Rubber Company
1144 East Market Street
Akron, Ohio 44316-0001
Ladies and Gentlemen:
     I am the Associate General Counsel and Assistant Secretary of The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), and am rendering the opinion set forth below in connection with the underwritten public offering by the Company of 26,136,363 shares of the Company’s common stock, without par value (the “Shares”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-142784) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on May 9, 2007.
     The Shares are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”), dated as of May 16, 2007, among the Company and the underwriters named therein.
     I, or members of my staff, have reviewed such corporate records, certificates and other documents, and such questions of law, as we have deemed necessary or appropriate for the purposes of this opinion. I have assumed that all signatures are genuine, that all documents submitted to me as originals are authentic and that all copies of documents submitted to me conform to the originals. I have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by me to be responsible.
     Based upon the foregoing, I am of the opinion that when the Shares have been issued and sold by the Company against payment therefore in accordance with the terms and conditions of the Underwriting Agreement, and assuming compliance with all applicable Federal and state securities laws, the Shares will be legally issued, fully paid and non-assessable.
     I am a member of the bar of the State of Ohio. In rendering the foregoing opinion, the examination of law referred to above has been limited to, and I express no opinions as to matters under or involving any laws other than, the laws of the State of Ohio.

 


 

     I hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed on May 22, 2007. In giving such consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Bertram Bell          
Bertram Bell