Form of Opinion of Calfee, Halter & Griswold LLP
Counsel for the Company
(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the
jurisdiction of its incorporation.
(ii) This Agreement has been duly authorized, executed and delivered by the Company.
(iii) The Indenture has been duly qualified under the Trust Indenture Act and has been duly authorized, executed and delivered by the Company and
(assuming the due authorization, execution and delivery thereof by the Trustee) constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited
by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforcement is considered in a
proceeding in equity or at law).
(iv) The Notes are in the form contemplated by the Indenture, have been duly authorized and executed and,
when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price as specified in this Agreement, will constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by
general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be entitled to the benefits of the Indenture.
(v) The Notes and the Indenture conform in all material respects to the descriptions thereof contained in the Disclosure Package and
(vi) The Registration Statement is an automatic shelf registration statement, as defined in Rule 405 of the
Securities Act, that automatically became effective not more than three years prior to the Execution Time; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic
shelf registration statement form and the Company has not otherwise ceased to be eligible to use the automatic shelf registration form.
(vii) The Registration Statement, including without limitation the Rule 430B Information, the Prospectus, excluding the documents incorporated by
reference therein, and each amendment or supplement to the Registration Statement and the Prospectus, excluding the documents incorporated by reference therein, as of their respective effective or issue dates (including without limitation each
deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act), other than the financial statements and supporting schedules included therein or omitted therefrom, and the Trustees Statement of
Eligibility on Form T-1 (the Form T-1), as to which we need express no opinion, complied as to form in all material respects with the requirements of the Securities Act.
RPM International Inc. (NYSE: RPM) owns subsidiaries that are world leaders in coatings, sealants, building materials and related services. From homes to precious landmarks worldwide, their brands are trusted by consumers and professionals alike to protect, improve and beautify. Among its leading consumer brands are Rust-Oleum, DAP and Zinsser. Learn more about RPM brands >>
RPM is a compelling long-term investment.
The percent by which RPM's 10-year total return has bested the S&P 500. More reasons >>
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