December 12, 2017
Calfee, Halter & Griswold LLP
The Calfee Building
1405 East Sixth Street
Cleveland, Ohio 44114-1607
Ladies and Gentlemen:
You have acted as counsel to RPM International Inc., a Delaware corporation (the Company), in connection with the registration of
$300 million in aggregate principal amount of 4.250% Notes due 2048 (the Notes) pursuant to a Registration Statement on Form S-3 (File
No. 333-217291), which was filed with the Securities and Exchange Commission on April 13, 2017 (the Registration Statement). The Notes are being offered pursuant to the prospectus
accompanying the Registration Statement, as supplemented by a prospectus supplement relating to the Notes dated December 6, 2017 (the prospectus, the prospectus supplement and any amendments thereto, collectively, the Prospectus).
The Notes will be issued under that certain indenture (the Indenture) dated as of April 8, 2014 between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee). Capitalized terms used but not
defined herein shall have the meanings assigned to such terms in the Indenture.
As such counsel,
you have asked us to deliver to you this
opinion as to specified matters of New York law relating to the Indenture and the form of Notes contained in the Indenture.
and subject to, the various assumptions and qualifications set forth herein, we are of the opinion, as of the date hereof, that:
Indenture is, and the Notes, when issued in accordance with the Indenture, will be, the valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.
The foregoing opinion is subject to: (x) bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar laws affecting the
rights and remedies of creditors generally, (y) constitutional and public policy limitations and general principles of equity, and (z) the discretion of the court before which any proceeding for enforcement of obligations may be brought.
In addition, we express no opinion as to (i) the right to collect any payment to the extent that such payment constitutes a penalty, premium, forfeiture, or late payment charge, (ii) whether the exercise of a remedy limits or precludes the
exercise of another remedy, (iii) the
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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