Valvoline Inc.
June 5, 2020
Page 3
We have relied, without investigation, on the following assumptions:
B-1 Original documents reviewed by us are authentic, copies of original documents reviewed by us conform to the originals and all signatures on executed documents are genuine.
B-2 All individuals have sufficient legal capacity to perform their functions with respect to the Transaction Documents and the Exchange Offer.
Based on the foregoing and subject to the qualifications and exclusions stated below, we express the following opinions:
C-1 OCH International, Inc. is a corporation validly existing under the laws of the State of Oregon and each of the other Oregon Guarantors is a limited liability company validly existing under the laws of the State of Oregon.
C-2 Each of the Oregon Guarantors has the corporate or limited liability company power to perform its obligations under each of the Transaction Documents to which it is a party.
C-3 The execution, delivery and performance of each of the Transaction Documents has been duly authorized by all necessary corporate or limited liability company action on the part of the Oregon Guarantors, and each of the Indentures (including the Exchange Note Guarantees contained therein) has been duly executed and delivered by each of the Oregon Guarantors.
C-4 Each of the Oregon Guarantors’ execution, delivery and performance of the Transaction Documents to which it is a party do not and will not violate its Organization Documents.
D. | Qualifications; Exclusions |
The opinions expressed herein are subject to bankruptcy, insolvency and other similar laws affecting the rights and remedies of creditors generally and general principles of equity.
For purposes of expressing the opinions herein, we have examined the laws of the State of Oregon and our opinions are limited to such laws. We have not reviewed, nor are our opinions in any way predicated on an examination of, the laws of any other jurisdiction, and we expressly disclaim responsibility for advising you as to the effect, if any, that the laws of any other jurisdiction may have on the opinions set forth herein.