EX-5.4 7 d356399dex54.htm EX-5.4 EX-5.4

Exhibit 5.4

 

LOGO    

Squire Patton Boggs (US) LLP

1 E. Washington St., Suite 2700

Phoenix, Arizona 85004

 

O+1 602 528 4000

F+1 602 253 8129

squirepattonboggs.com

March 7, 2017

The Goodyear Tire & Rubber Company

200 Innovation Way

Akron, Ohio 44316-0001

Ladies and Gentlemen:

We have acted as special Arizona counsel to The Goodyear Tire & Rubber Company, an Ohio corporation (the “Company”), and its subsidiaries Divested Litchfield Park Properties, Inc., an Arizona corporation (“DLPP”), and Goodyear Farms, Inc., an Arizona corporation (“Goodyear Farms”), and are rendering this opinion in connection with the prospectus, dated November 2, 2015 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated March 2, 2017 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the registration statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on November 2, 2015 and the offer and sale of: (i) $700,000,000.00 in aggregate principal amount of the Company’s 4.875% Senior Notes due 2027 (the “Notes”) and (ii) guarantees of the Notes (the “Guarantees”) by certain subsidiaries of the Company listed on Schedule A hereto (collectively, the “Guarantors”), in each case to be issued pursuant to the Indenture, dated as of August 13, 2010 (the “Base Indenture”), among the Company, the Guarantors and Wells Fargo Bank, N.A., as trustee (the “Trustee”), as supplemented by the Sixth Supplemental Indenture, dated as of March 7, 2017 (the “Supplemental Indenture”), among the Company, the Guarantors and the Trustee (the Base Indenture, as supplemented by the Supplemental Indenture, the “Indenture”).

We have reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.

We have relied as to certain matters on information furnished by public officials, officers of the Company and the Guarantors, and other sources believed by us to be responsible.

Based upon the foregoing, it is our opinion that each of DLPP and Goodyear Farms: (i) is a corporation duly formed, validly existing and in good standing under the laws of the State of Arizona, (ii) possesses the corporate power and authority to execute, deliver and perform the Guarantees and the Indenture, and (iii) has duly authorized, executed and delivered the Guarantees and the Indenture.


The Goodyear Tire & Rubber Company    

March 7, 2017

Page 2

We are members of the bar of the State of Arizona. We do not express any opinion herein on any laws other than those of the State of Arizona.

We hereby consent to the filing of this opinion as Exhibit 5.4 to the Company’s Current Report on Form 8-K to be filed on March 7, 2017. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are 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/ Squire Patton Boggs (US) LLP

Squire Patton Boggs (US) LLP

Attachment: Schedule A - List of Guarantors


SCHEDULE A

Guarantors

 

Guarantors

 

State of Incorporation or Formation

Celeron Corporation   Delaware
Divested Companies Holding Company   Delaware
Divested Litchfield Park Properties, Inc.   Arizona
Goodyear Export Inc.   Delaware
Goodyear Farms, Inc.   Arizona
Goodyear International Corporation   Delaware
Goodyear Western Hemisphere Corporation   Delaware
T&WA, Inc.   Kentucky
Goodyear Canada Inc.   Ontario, Canada
Wingfoot Mold Leasing Company   Nova Scotia, Canada