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Exhibit 5.1
July ___, 2000
The Geon Company
One Geon Center
Avon Lake, Ohio 44012
M.A. Hanna Company
Suite 36-500
200 Public Square
Cleveland, Ohio 44114
Consolidation Corp.
One Geon Center
Avon Lake, Ohio 44012
Re: Registration Statement on Form S-4 (SEC File No. 333-37344)
Ladies and Gentlemen:
We are acting as counsel to The Geon Company ("Geon") in connection with (i) the
Agreement and Plan of Consolidation by and between M. A. Hanna Company ("Hanna")
and Geon, dated as of May 7, 2000 (the "Consolidation Agreement") providing for
the consolidation of Geon, Hanna and Consolidation Corp., an Ohio corporation
formed by Geon and Hanna for purposes of the consolidation contemplated by the
Consolidation Agreement, into a resulting Ohio corporation, PolyOne Corporation
("PolyOne"), and (ii) the registration under the Securities Act of 1933, as
amended, by a joint Registration Statement of Geon, Hanna and Consolidation
Corp. on Form S-4 (the "Registration Statement"), of 109,844,805 common shares,
with a par value of $.01 each, of PolyOne to be issued pursuant to the terms of
the Consolidation Agreement.
In rendering this opinion, we have examined (a) the Articles of Incorporation
and Code of Regulations of PolyOne, both as proposed to be effective at the
Effective Time (as defined in the Consolidation Agreement), (b) the
Consolidation Agreement, and (c) such records and documents as we have deemed
advisable in order to render this opinion. We have assumed that, prior to the
issuance of any of the common shares of PolyOne covered by the Registration
Statement, and as of the Effective Time, the stockholders of both Geon and Hanna
will have adopted the Consolidation Agreement and both Geon and Hanna will have
filed the Delaware Certificate of Consolidation and the Ohio Certificate of
Consolidation (as defined in the Consolidation Agreement). As a result of the
foregoing, we are of the opinion that:
1. Upon the filing of the Delaware Certificate of Consolidation and the
Ohio Certificate of Consolidation, PolyOne will be duly incorporated, validly
existing and in good standing under the laws of the State of Ohio.
2. The 109,844,805 common shares covered by the Registration Statement
will have been duly authorized and when issued in exchange for the common stock
of Geon or Hanna pursuant to the terms described in the Consolidation Agreement,
will be legally issued by PolyOne and fully paid and nonassessable.
The information set forth herein is as of the date hereof. We assume no
obligation to advise you of changes that may hereafter be brought to our
attention. Our opinion is based on statutory laws and judicial decisions that
are in effect on the date hereof, and we do not opine with respect to any law,
regulation, rule, or governmental policy that may be enacted or adopted after
the date hereof, nor do we assume any responsibility to advise you of future
changes in our opinion.
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This opinion is solely for the information and benefit of Geon, Hanna and
Consolidation Corp. and their respective stockholders in connection with the
transaction contemplated by the Consolidation Agreement. Except as set forth
below, this opinion is not to be quoted in whole or in part or otherwise
referred to in any of Geon's, Hanna's or PolyOne's financial statements or other
public releases, nor is it to be filed with any governmental agency or other
person without the prior written consent of this firm. This opinion may not be
relied upon by any other person or for any other purposes whatsoever.
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement as filed with the Securities and Exchange Commission in connection
with the transaction contemplated by the Consolidation Agreement and to the use
of our name therein under the caption "Legal Matters."
Very truly yours,
