(viii) The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the
Preliminary Prospectus and the Prospectus at the time they were or hereafter are filed with the Commission, complied or will comply in all material respects with the requirements of the Exchange Act.
(ix) The statements in each of the Preliminary Prospectus and the Prospectus under the captions Description of Notes,
Description of Capital Stock, Description of Debt Securities, Description of Other Securities, and Certain U.S. Federal Income Tax Considerations in each case insofar as such statements constitute
a summary of the legal matters, documents or proceedings referred to therein, fairly present and summarize, in all material respects, the matters referred to therein.
(x) The Companys execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby,
by the Disclosure Package and by the Prospectus (i) have been duly authorized by all necessary corporate action and will not result in any Default under the charter or by laws of the Company or any subsidiary, (ii) will not conflict with
or constitute a breach of, or Default or a Debt Repayment Triggering Event under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or
require the consent of any other party to, any Existing Instrument that is required to be filed as an exhibit to the Companys filings with the Commission, and (iii) will not result in any violation of any U.S. federal or Ohio statute,
law, rule or regulation, or, to our knowledge, any judgment, order or decree applicable to the Company or any of its subsidiaries of any U.S. federal or state court, regulatory body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties. No consent, approval, authorization or other order of, or registration or filing with, any U.S. federal or state court or other U.S. or
state governmental or regulatory authority or agency is required for the Companys execution, delivery and performance of this Agreement or consummation of the transactions contemplated hereby, by the Disclosure Package or by the Prospectus,
except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, the Trust Indenture Act, and except for such as may be required under applicable state securities or blue sky laws and from FINRA, as
to which we express no opinion.
(xiii) Neither the Company nor any of its subsidiaries is, nor after receipt of payment for the Notes and the application
of the proceeds thereof as contemplated under the caption Use of Proceeds in the Preliminary Prospectus and the Prospectus will be, an investment company or an entity controlled by an investment
company, as such terms are defined in the Investment Company Act.
Nothing has come to our attention that would lead us to believe
that (i) the Registration Statement or any amendment thereto, including the information required under Rule 430B of the Securities Act (except for financial statements and schedules and other financial data included or incorporated by reference
therein or omitted therefrom and the Form T-1, as to which we need make no statement), as of its original effective date and at each deemed effective date with respect to the Underwriter pursuant to Rule 430B(f)(2) of the Securities Act, contained
an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Disclosure Package (except for
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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