Squire Patton Boggs (US) LLP

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Columbus, Ohio 43215

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squirepattonboggs.com

December 11, 2020

Core Molding Technologies, Inc. 

800 Manor Park Drive

Columbus, Ohio 43228

Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Core Molding technologies, Inc., a Delaware corporation

(the “Company”), in connection with the filing of a Registration Statement on Form S-3 (the

“Registration Statement”), filed by the Company with the Securities and Exchange Commission

(the “Commission”), relating to the proposed sale by the Company from time to time, in one or

more series, of its (i) common stock, par value of $0.01 per share (“Common Stock”),

(ii) preferred stock, par value of $0.01 per share (“Preferred Stock”), (iii) debt securities, which

may be senior debt securities (“Senior Debt Securities”) or subordinated debt securities (both

“Senior Subordinated Debt Securities” and “Subordinated Securities” and together with Senior

Debt Securities, the “Debt Securities”), (iv) warrants to purchase Debt Securities, Common

Stock, or Preferred Stock (the “Warrants”), (v) depository shares each of which will represent a

fractional interest of a share of a particular series of a class of our Preferred Stock (“Depository

Shares”), (vi) rights to purchase Common Stock, Preferred Stock, Debt Securities and

Depository Shares (the “Rights”), and (vii) two or more securities offered in the form of a unit

(collectively, the “Units”).

The Common Stock, Preferred Stock, Debt Securities, Warrants, Depository Shares,

Rights and Units are hereinafter collectively referred to as the “Securities.” The Debt Securities

will be issued under an Indenture in substantially the form of Exhibit 4(a) to the Registration

Statement (the “Indenture”) to be entered into between the Company and a trustee to be

identified in the Indenture (the “Trustee”).The Securities may be issued and sold or delivered

from time to time as set forth in the Registration Statement, any amendment thereto, the

prospectus contained therein (the “Prospectus”) and any supplements thereto.

We have examined such documents, including resolutions of the Board of Directors of

the Company related to the Registration Statement (the “Resolutions”), and have reviewed such

questions of law, as we have considered necessary and appropriate for the purposes of our

opinions set forth below. In rendering our opinions set forth below, we have assumed the

authenticity of all documents submitted to us as originals, the genuineness of all signatures and

the conformity to authentic originals of all documents submitted to us as copies. We have

assumed that the Indenture will be duly authorized, executed and delivered by the Trustee, where

applicable. We have also assumed the legal capacity for all purposes relevant hereto of all natural

persons and, with respect to all parties to agreements or instruments relevant hereto other than

the Company, that such parties had the requisite power and authority (corporate or otherwise) to

execute, deliver and perform such agreements or instruments, that such agreements or

instruments have been duly authorized by all requisite action (corporate or otherwise), executed

and delivered by such parties and that such agreements or instruments are the valid, binding and

enforceable obligations of such parties. As to questions of fact material to our opinion, we have

relied upon certificates of officers of the Company and of public officials. Capitalized terms

used herein and not otherwise defined herein shall have the meanings assigned to them in each

form incorporated by reference as exhibits to the Registration Statement.

Based on the foregoing, we are of the opinion that:

1. When the terms of the issuance and sale of the Common Stock have been duly

authorized by the Company and the Common Stock has been duly issued and sold against

payment of the purchase price therefor and issued and sold as contemplated in the Registration

Statement and any applicable prospectus supplement relating thereto, the Common Stock will be

validly issued, fully paid, and non-assessable.

2. When the terms of the issuance and sale of the Preferred Stock have been duly

authorized by the Company and the Preferred Stock has been duly issued and sold against

payment of the purchase price therefor and issued and sold as contemplated in the Registration

Statement and any applicable prospectus supplement relating thereto, the Preferred Stock will be

validly issued, fully paid, and non-assessable.

3. When the specific terms of a series of Debt Securities and their issuance and sale

have been duly authorized by the Company, as applicable, and duly established in conformity

with the applicable Indenture, and the Debt Securities have been duly executed, authenticated

and delivered in accordance with the applicable Indenture against payment of the purchase price

therefor, and issued and sold as contemplated in the Registration Statement and any applicable

prospectus supplement relating thereto, the Debt Securities will constitute valid and binding

obligations of the Company, enforceable in accordance with the terms of such series.

4. When the specific terms of the Warrants and of their issuance and sale have been

duly authorized by the Company, the applicable warrant agreement has been duly authorized,

executed and delivered by the parties thereto and such Warrants have been duly executed and

delivered in accordance with the applicable warrant agreement and issued and sold against

payment of the purchase price therefor and issued and sold as contemplated in the Registration

Statement and any applicable prospectus supplement relating thereto, such Warrants will

constitute valid and binding obligations of the Company, enforceable in accordance with the

terms of such Warrants.

5. When (a) the Board of Directors has taken all necessary corporate action to

approve the issuance and establish the terms of the series of Preferred Stock to be issued in

connection therewith, the offering of such Depositary Shares in such series of Preferred Stock,

and related matters, including the filing of a certificate of designations conforming to the General

Corporation Law of the State of Delaware regarding the Preferred Stock with the Secretary of

State of the State of Delaware, (b) a deposit agreement has been duly authorized, executed and

delivered by the Company and a bank or trust company to be selected by the Company, as

depositary (a “Deposit Agreement”), which Deposit Agreement establishes the terms of the

Depositary Shares and their issuance and sale, (c) the shares of such series of Preferred Stock

have been deposited with such depositary in accordance with such Deposit Agreement, (d) such

shares of such series of Preferred Stock have been issued and sold in the manner contemplated

by the Registration Statement and in accordance with such Board of Directors action, and (e)

receipts (“Receipts”) evidencing Depositary Shares are duly issued against the deposit of such

series of Preferred Stock in accordance with such Deposit Agreement, such Depositary Shares

will be duly authorized, validly issued, fully paid and nonassessable and such Receipts will be

duly authorized and validly issued and entitle the holders thereof to the rights specified in such

Deposit Agreement.

6. When the terms of the Rights and of their issuance and sale have been duly

authorized by the Company, the applicable rights agreement has been duly authorized, executed

and delivered by the parties thereto and such Rights have been duly executed and delivered in

accordance with the applicable rights agreement and issued and sold as contemplated in the

Registration Statement and any applicable prospectus supplement relating thereto, such Rights

will constitute valid and binding obligations of the Company, enforceable in accordance with the

terms of such Rights.

7. When the specific terms of a series of Units have been specified in a unit

agreement, the Units established in such unit agreement will have been duly authorized by all

requisite corporate action and, when executed and authenticated as specified in such unit

agreement and delivered against payment of the purchase price therefor, and issued and sold as

contemplated in the Registration Statement and any applicable prospectus supplement relating

thereto, will constitute valid and binding obligations of the Company, enforceable in accordance

with the terms of such Units.

The opinions set forth above are subject to the following qualifications and exceptions:

(a) Our opinions set forth above are subject to (i) the effect of any applicable

bankruptcy, insolvency, reorganization, moratorium or other similar law of general application

affecting creditors’ rights, (ii) the effect of general principles of equity, including (without

limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar

doctrines affecting the enforceability of agreements generally (regardless of whether considered

in a proceeding in equity or at law), and (iii) insofar as they relate to indemnification provisions,

the effect of federal and state securities laws and public policy relating thereto.

(b) In rendering the opinions set forth above, we have assumed that, at the time of the

authentication and delivery of a series of Securities, the Resolutions referred to above will not

have been modified or rescinded, there will not have occurred any change in the law affecting

the authorization, execution, delivery, validity or enforceability of the Securities, the Registration

Statement will continue to be effective, none of the particular terms of a series of Securities will

violate any applicable law and neither the issuance and sale thereof nor the compliance by the

Company with the terms thereof will result in a violation of any agreement or instrument then

binding upon the Company or any order or decree of any court or governmental body having

jurisdiction over the Company.

(c) As of the date of this opinion, a judgment for money in an action based on a debt

security denominated in a foreign currency or currency unit in a federal or State court in the

United States ordinarily would be enforced in the United States only in United States dollars. 

The date used to determine the rate of conversion into United States dollars of the foreign

currency or currency unit in which a particular debt security is denominated will depend upon

various factors, including which court renders the judgment. Under Section 27 of the New York

Judiciary Law, a state court in the State of New York rendering a judgment on a debt security

would be required to render such judgment in the foreign currency or currency unit in which

such debt security is denominated, and such judgment would be converted into United States

dollars at the exchange rate prevailing on the date of entry of the judgment.

Our opinions expressed above are limited to the laws of the State of Delaware and New

York and the federal laws of the United States of America.

We hereby consent to your filing this opinion as an exhibit to the Registration Statement

and to the reference to our firm under the caption “Legal Matters” contained in the Prospectus

included therein. In giving these consents, we do not thereby admit that we are within the

category of persons whose consent is required under Section 7 of the Securities Act or the rules

and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Squire Patton Boggs (US) LLP