SEC Document


Exhibit 5.2



December 12, 2017

Calfee, Halter & Griswold LLP

The Calfee Building

1405 East Sixth Street

Cleveland, Ohio 44114-1607


  Re: RPM International Inc.
     Indenture and Notes

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.

Based upon, and subject to, the various assumptions and qualifications set forth herein, we are of the opinion, as of the date hereof, that:

The 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


1600 BAUSCH & LOMB PLACE ROCHESTER, NY 14604-2711 PHONE: 585.232.6500 FAX: 585.232.2152

©2018 RPM International Inc. Terms of Use | Privacy Policy 2628 Pearl Road - P.O. Box 777 - Medina, Ohio 44258 | Phone: 330.273.5090 | Email: