S-8

As filed with the Securities and Exchange Commission on March 5, 2004.

Registration No. 333-_______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

COOPER TIRE & RUBBER COMPANY

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction
of Incorporation or Organization) 34-4297750
(I.R.S. Employer Identification No.)

701 Lima Avenue, Findlay, Ohio 45840
(Address of Principal Executive Offices Including Zip Code)

PRE-TAX SAVINGS PLAN AT THE AUBURN PLANT
PRE-TAX SAVINGS PLAN (BOWLING GREEN-HOSE)
PRE-TAX SAVINGS PLAN (BOWLING GREEN-SEALING)
PRE-TAX SAVINGS PLAN (CLARKSDALE)
PRE-TAX SAVINGS PLAN AT THE EL DORADO PLANT
PRE-TAX SAVINGS PLAN AT THE FINDLAY PLANT
TEXARKANA PRE-TAX SAVINGS PLAN
(Full Title of the Plan)

James E. Kline, Esq.
Vice President, General Counsel and Secretary
Cooper Tire & Rubber Company
701 Lima Avenue
Findlay, Ohio 45840
(419) 423-1321
(Name, Address and Telephone Number of Agent For Service)

CALCULATION OF REGISTRATION FEE

Title of			Proposed Maxi-		Proposed Maxi-		Amount of
Securities to	Amount to be		mum Offering		mum Aggregate		Registration
be Registered	Registered (1)(2)		Price Per Share (3)		Offering Price (3)		Fee
Common Stock, $1 par value per share (4)		2,040,000		$19.98		$40,759,200		$5,164.19

(1)	Represents maximum number of shares of common stock of Cooper Tire & Rubber Company, $1 par value per share (“Common Stock”), issuable pursuant to the Pre-Tax Savings Plan at the Auburn Plant, Pre-Tax Savings Plan (Bowling Green-Hose), Pre-Tax Savings Plan (Bowling Green-Sealing), Pre-Tax Savings Plan (Clarksdale), Pre-Tax Savings Plan at the El Dorado Plant, Pre-Tax Savings Plan at the Findlay Plant and Texarkana Pre-Tax Savings Plan (“Plans”) being registered hereon.
(2)	Pursuant to Rule 416(c) of the Securities Act of 1933 (“Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plans.
(3)	Estimated solely for calculating the amount of the registration fee, pursuant to paragraphs (c) and (h) of Rule 457 of the General Rule and Regulations under the Securities Act, on the basis of the average of the high and low sale prices of such securities on The New York Stock Exchange on March 1, 2004, within five business days prior to filing.
(4)	One Right to Purchase Series A Preferred Stock of Cooper Tire & Rubber Company (“Right”) will also be issued with respect to each share of Common Stock. The terms of the Rights are described in the Form 8-A filed by the Registrant with the Securities Exchange Commission (“SEC”) on June 3, 1988 and the Form 8-A/A filed by the Registrant with the SEC on May 15, 1998.

TABLE OF CONTENTS

PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EX-5.1 OPINION OF JAMES E. KLINE. ESQ.
EX-23 CONSENT OF INDEPENDENT AUDITORS
EX-24 POWER OF ATTORNEY

Introductory Statement

     The 2,040,000 shares of Common Stock of Cooper Rubber & Tire Company (“Registrant”) registered on this Registration Statement on Form S-8 is provisionally allocated among the Plans as follows:

Plan	Allocation
Pre-Tax Saving Plan at the Auburn Plant		100,000
Pre-Tax Savings Plan (Bowling Green — Hose)		50,000
Pre-Tax Savings Plan (Bowling Green — Sealing)		80,000
Pre-Tax Savings Plan (Clarksdale)		80,000
Pre-Tax Savings Plan at the El Dorado Plant		50,000
Pre-Tax Savings Plan at the Findlay Plant		810,000
Texarkana Pre-Tax Savings Plan		870,000

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Pursuant to General Instruction E to Form S-8, the contents of the following Registration Statements on Form S-8 as filed by the Registrant with the SEC on the dates set forth below relating to the Plans as set forth below are incorporated herein by reference:

Plan	Filed		File No.
Pre-Tax Saving Plan at the Auburn Plant		8/9/99		333-84793
Pre-Tax Savings Plan (Bowling Green — Hose)		8/9/99		333-84803
Pre-Tax Savings Plan (Bowling Green — Sealing)		8/9/99		333-84805
Pre-Tax Savings Plan (Clarksdale)		7/20/99		333-83311
Pre-Tax Savings Plan at the El Dorado Plant		8/9/99		333-84807
Pre-Tax Savings Plan at the Findlay Plant		8/9/99		333-84811
Texarkana Pre-Tax Savings Plan		8/9/99		333-84813

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Item 8. Exhibits.

Exhibit Number	Description
4.1	Certificate of Incorporation of the Registrant, as restated and filed with the Secretary of State of Delaware on May 17, 1993 (incorporated by reference to Exhibit 3(i) to the Registrant’s Form 10-Q for the quarter ended December 30, 1993)
4.2	Certificate of Correction of Restated Certificate of Incorporation as filed with the Secretary of State of Delaware on November 24, 1998 (incorporated by reference from Exhibit 3(i) to the Registrant’s Form 10-K for the year ended December 31, 1998)
4.3	Bylaws, as amended May 5, 1987, of the Registrant (incorporated by reference to Exhibit 3(i) to the Registrant’s Form 10-K for the year ended December 31, 1998)
4.4	Amended and Restated Rights Agreement, dated May 11, 1998, between the Company and The Fifth Third Bank as Rights Agent (incorporated herein by reference to Exhibit 4 to the Registrant’s Form 8-K dated May 15, 1998)
4.5	Pre-Tax Savings Plan at Auburn (incorporated by reference to Exhibit 99(e) to the Registrant’s Form 10-K for the year ended December 31, 2002)
4.6	Pre-Tax Savings Plan at (Bowling Green — Hose) (incorporated by reference to Exhibit 99(g) to the Registrant’s Form  10-K for the year ended December 31, 2002)
4.7	Pre-Tax Savings Plan at (Bowling Green — Sealing) (incorporated by reference to Exhibit 99(f) to the Registrant’s Form 10-K for the year ended December 31, 2002)
4.8	Pre-Tax Savings Plan at (Clarksdale) (incorporated by reference to Exhibit 99(h) to the Registrant’s Form 10-K for the year ended December 31, 2002)
4.9	Pre-Tax Savings Plan at the El Dorado Plant (incorporated by reference to Exhibit 99(i) to the Registrant’s Form 10-K for the year ended December 31, 2002)
4.10	Pre-Tax Savings Plan at the Findlay Plant (incorporated by reference to Exhibit 99(c) to the Registrant’s Form 10-K for the year ended December 31, 2002)
4.11	Texarkana Pre-Tax Savings Plan (incorporated by reference to Exhibit 99(d) to the Registrant’s Form 10-K for the year ended December 31, 2002)

3

Exhibit Number	Description
5	Opinion of James E. Kline, Esq., as to legality of shares registered hereunder
	UNDERTAKING: The Registrant will submit or has submitted the Plans and any amendments thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS to qualify the Plans
23	Consent of Independent Auditors — Ernst & Young LLP
24	Power of Attorney

Item 9. Undertakings.

     (a)  The Registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

     (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

     (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

     (2)  That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b)  The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report

4

pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

[Signatures on following page]

5

SIGNATURES

     Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Findlay, State of Ohio on March 5, 2004.

COOPER RUBBER & TIRE COMPANY
By:	/s/ Philip G. Weaver
	Philip G. Weaver
	Vice President, Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities on March 5, 2004.

Signature	Title
*	Chairman of the Board, President, Chief Executive Officer and Director (principal executive officer)
Thomas A. Dattilo
*	Vice President and Chief Financial Officer (principal financial officer)
Philip G. Weaver
*	Corporate Controller (principal accounting officer)
Eileen B. White
*	Director
Arthur H. Aronson
*	Director
Laurie B. Breininger
*	Director
Dennis J. Gormley

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Signature	Title
*	Director
John J. Holland
*	Director
John F. Meier
*	Director
Byron O. Pond
*	Director
John H. Shuey
*	Director
Richard L. Wambold

     * Philip G. Weaver, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this Registration Statement on behalf of the above indicated officers and directors (constituting a majority of the directors) pursuant to a power of attorney filed with the Securities and Exchange Commission.

March 5, 2004	By:	/s/ Philip G. Weaver
		Philip G. Weaver, Attorney-in-Fact

7

     The Pre-Tax Savings Plan at the Auburn Plant. Pursuant to the requirements of the Securities Act, the plan administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Findlay, State of Ohio, on March 5, 2004.

PRE-TAX SAVINGS PLAN AT THE AUBURN PLANT
By:	/s/ Philip G. Weaver
	Philip G. Weaver
By:	/s/ Stephen O. Schroeder
	Stephen O. Schroeder
By:	/s/ Charles F. Nagy
	Charles F. Nagy
As members of the Pre-Tax Savings Plan Committee

     The Pre-Tax Savings Plan (Bowling Green-Hose). Pursuant to the requirements of the Securities Act, the plan administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Findlay, State of Ohio, on March 5, 2004.

PRE-TAX SAVINGS PLAN (BOWLING GREEN-HOSE)
By:	/s/ Philip G. Weaver
	Philip G. Weaver
By:	/s/ Stephen O. Schroeder
	Stephen O. Schroeder
By:	/s/ Charles F. Nagy
	Charles F. Nagy
As members of the Pre-Tax Savings Plan Committee

8

     The Pre-Tax Savings Plan (Bowling Green-Sealing). Pursuant to the requirements of the Securities Act, the plan administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Findlay, State of Ohio, on March 5, 2004.

PRE-TAX SAVINGS PLAN (BOWLING GREEN-SEALING)
By:	/s/ Philip G. Weaver
	Philip G. Weaver
By:	/s/ Stephen O. Schroeder
	Stephen O. Schroeder
By:	/s/ Charles F. Nagy
	Charles F. Nagy
As members of the Pre-Tax Savings Plan Committee

     The Pre-Tax Savings Plan (Clarksdale). Pursuant to the requirements of the Securities Act, the plan administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Findlay, State of Ohio, on March 5, 2004.

PRE-TAX SAVINGS PLAN (CLARKSDALE)
By:	/s/ Philip G. Weaver
	Philip G. Weaver
By:	/s/ Stephen O. Schroeder
	Stephen O. Schroeder
By:	/s/ Charles F. Nagy
	Charles F. Nagy
As members of the Pre-Tax Savings Plan Committee

9

     The Pre-Tax Savings Plan at the El Dorado Plant. Pursuant to the requirements of the Securities Act, the plan administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Findlay, State of Ohio, on March 5, 2004.

PRE-TAX SAVINGS PLAN at the El Dorado Plant
By:	/s/ Philip G. Weaver
	Philip G. Weaver
By:	/s/ Stephen O. Schroeder
	Stephen O. Schroeder
By:	/s/ Charles F. Nagy
	Charles F. Nagy
As members of the Pre-Tax Savings Plan Committee

     The Pre-Tax Savings Plan at the Findlay Plant. Pursuant to the requirements of the Securities Act, the plan administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Findlay, State of Ohio, on March 5, 2004.

PRE-TAX SAVINGS PLAN at the FINDLAY PLANT
By:	/s/ Philip G. Weaver
	Philip G. Weaver
By:	/s/ Stephen O. Schroeder
	Stephen O. Schroeder
By:	/s/ Charles F. Nagy
	Charles F. Nagy
As members of the Pre-Tax Savings Plan Committee

10

     The Texarkana Pre-Tax Savings Plan. Pursuant to the requirements of the Securities Act, the plan administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Findlay, State of Ohio, on March 5, 2004.

TEXARKANA PRE-TAX SAVINGS PLAN
By:	/s/ Philip G. Weaver
	Philip G. Weaver
By:	/s/ Stephen O. Schroeder
	Stephen O. Schroeder
By:	/s/ Charles F. Nagy
	Charles F. Nagy
As members of the Pre-Tax Savings Plan Committee

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EXHIBIT INDEX

Exhibit Number	Description
4.1	Certificate of Incorporation of the Registrant, as restated and filed with the Secretary of State of Delaware on May 17, 1993 (incorporated by reference to Exhibit 3(i) to the Registrant’s Form 10-Q for the quarter ended December 30, 1993)
4.2	Certificate of Correction of Restated Certificate of Incorporation as filed with the Secretary of State of Delaware on November 24, 1998 (incorporated by reference from Exhibit 3(i) to the Registrant’s Form 10-K for the year ended December 31, 1998)
4.3	Bylaws, as amended May 5, 1987, of the Registrant (incorporated by reference to Exhibit 3(i) to the Registrant’s Form 10-K for the year ended December 31, 1998)
4.4	Amended and Restated Rights Agreement, dated May 11, 1998, between the Company and The Fifth Third Bank as Rights Agent (incorporated herein by reference to Exhibit 4 to the Registrant’s Form 8-K dated May 15, 1998)
4.5	Pre-Tax Savings Plan at Auburn (incorporated by reference to Exhibit 99(e) to the Registrant’s Form 10-K for the year ended December 31, 2002)
4.6	Pre-Tax Savings Plan at (Bowling Green — Hose) (incorporated by reference to Exhibit 99(g) to the Registrant’s Form 10-K for the year ended December 31, 2002)
4.7	Pre-Tax Savings Plan at (Bowling Green — Sealing) (incorporated by reference to Exhibit 99(f) to the Registrant’s Form 10-K for the year ended December 31, 2002)
4.8	Pre-Tax Savings Plan at (Clarksdale) (incorporated by reference to Exhibit 99(h) to the Registrant’s Form 10-K for the year ended December 31, 2002)
4.9	Pre-Tax Savings Plan at the El Dorado Plant (incorporated by reference to Exhibit 99(i) to the Registrant’s Form 10-K for the year ended December 31, 2002)
4.10	Pre-Tax Savings Plan at the Findlay Plant (incorporated by reference to Exhibit 99(c) to the Registrant’s Form 10-K for the year ended December 31, 2002)
4.11	Texarkana Pre-Tax Savings Plan (incorporated by reference to Exhibit 99(d) to the Registrant’s Form 10-K for the year ended December 31, 2002)

12

Exhibit Number	Description
5	Opinion of James E. Kline, Esq., as to legality of shares registered hereunder
	UNDERTAKING: The Registrant will submit or submitted the Plans and any amendments thereto to the Internal Revenue Service (“IRS”) in a timely manner and has made or will make all changes required by the IRS to qualify the Plans
23	Consent of Independent Auditors — Ernst & Young LLP
24	Power of Attorney

13 EX-5.1 3 l06064aexv5w1.txt EX-5.1 OPINION OF JAMES E. KLINE. ESQ. Exhibit 5 [COOPER TIRE & RUBBER COMPANY LETTERHEAD] March 5, 2004 Securities and Exchange Commission Judiciary Plaza 450 5th Street Washington, DC 20549 Re: Pre-Tax Savings Plan At The Auburn Plant Pre-Tax Savings Plan (Bowling Green-Hose) Pre-Tax Savings Plan (Bowling Green-Sealing) Pre-Tax Savings Plan (Clarksdale) Pre-Tax Savings Plan At The El Dorado Plant Pre-Tax Savings Plan At The Findlay Plant Texarkana Pre-Tax Savings Plan Ladies and Gentlemen: I have acted as counsel for Cooper Tire & Rubber Company, a Delaware corporation ("Registrant"), in connection with the plans listed above ("Plans"). I have examined such documents, records and matters of law as I have deemed necessary for purposes of this opinion, and based thereupon, I am of the opinion that: 1. The Registrant's shares of Common Stock, par value $1 per share ("Common Stock"), that may be issued or transferred and sold pursuant to the Plans will be, when issued or transferred and sold in accordance with the Plans, duly authorized, validly issued, fully paid and nonassessable. 2. When issued in accordance with the Rights Agreement dated as of May 1, 1998 between Registrant and Fifth Third Bank, as Rights Agent ("Rights Agreement"), the Series A Preferred Stock Purchase Rights ("Rights") will be validly issued. The opinion set forth in paragraph 2 is limited to the valid issuance of the Rights under the corporation laws of the State of Delaware. I do not express any opinion herein with respect to any other aspect of the Rights, the effect of equitable principles or fiduciary considerations relating to the adoption of the Rights Agreement or the issuance of the Rights or the enforceability of any particular provisions of the Rights Agreement. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 filed by the Registrant to effect registration of the Common Stock to be issued and sold pursuant to the Plan under the Securities Act of 1933. Very truly yours, /s/ James E. Kline ------------------------------------ James E. Kline EX-23 4 l06064aexv23.txt EX-23 CONSENT OF INDEPENDENT AUDITORS Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 for the registration of 2,040,000 shares of Common Stock, $1 par value per share, pertaining to the Pre-Tax Saving Plan at the Auburn Plant, Pre-Tax Savings Plan (Bowling Green-Hose), Pre-Tax Savings Plan (Bowling Green-Sealing), Pre-Tax Savings Plan (Clarksdale), Pre-Tax Savings Plan at the El Dorado Plant, Pre-Tax Savings Plan at the Findlay Plant and Texarkana Pre-Tax Savings Plan ("Plans") of our reports (a) dated January 31, 2003, with respect to the consolidated financial statements and schedule of Cooper Tire & Rubber Company included in its Annual Report (Form 10-K) and (b) dated May 19, 2003, with respect to the financial statements and schedule of each of the Plans included in each Plan's Annual Report (Form 11-K), for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Toledo, Ohio March 3, 2004 EX-24 5 l06064aexv24.txt EX-24 POWER OF ATTORNEY Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Cooper Tire & Rubber Company, an Ohio corporation ("Registrant"), hereby constitutes and appoints Thomas A. Dattilo, Philip G. Weaver or James E. Kline and each of them, as true and lawful attorney or attorneys-in-fact for the undersigned, with full power of substitution and revocation, for him or her and in his or her name, place and stead, to sign on his or her behalf as an officer or director of the Registrant a Registration Statement or Registration Statements on Form S-8 pursuant to the Securities Act of 1933 concerning certain Common Shares of the Company to be offered in connection with the Registrant's Pre-Tax Saving Plan at the Auburn Plant, Pre-Tax Savings Plan (Bowling Green-Hose), Pre-Tax Savings Plan (Bowling Green-Sealing), Pre-Tax Savings Plan (Clarksdale), Pre-Tax Savings Plan at the El Dorado Plant, Pre-Tax Savings Plan at the Findlay Plant and Texarkana Pre-Tax Savings Plan, and to sign any and all amendments or post-effective amendments to such Registration Statement(s), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission or any state regulatory authority, granting unto said attorney or attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney or attorneys-in-fact or any of them or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original with respect to the person executing it. IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the 4th day of February, 2004. /s/ Thomas A. Dattilo /s/ John J. Holland - -------------------------------------------------------------- ------------------------------- Thomas A. Dattilo John J. Holland Chairman of the Board, President, Chief Executive Director Officer and Director (principal executive officer) /s/ Philip G. Weaver /s/ John F. Meier - -------------------------------------------------------------- ------------------------------- Philip G. Weaver John F. Meier Vice President and Chief Financial Officer (principal financial Director officer) /s/ Byron O. Pond /s/ Eileen B. White ------------------------------- - -------------------------------------------------------------- Byron O. Pond Eileen B. White Director Corporate Controller (principal accounting officer) /s/ John H. Shuey /s/ Arthur H. Aronson ------------------------------- - -------------------------------------------------------------- John H. Shuey Arthur H. Aronson Director Director /s/ Richard L. Wambold /s/ Laurie B. Breininger ------------------------------- - -------------------------------------------------------------- Richard L. Wambold Laurie B. Breininger Director Director /s/ Dennis J. Gormley - -------------------------------------------------------------- Dennis J. Gormley Director -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                                                                       Exhibit 5

                    [COOPER TIRE & RUBBER COMPANY LETTERHEAD]

                                  March 5, 2004

Securities and Exchange Commission
Judiciary Plaza
450 5th Street
Washington, DC 20549

                           Re: Pre-Tax Savings Plan At The Auburn Plant
                               Pre-Tax Savings Plan (Bowling Green-Hose)
                               Pre-Tax Savings Plan (Bowling Green-Sealing)
                               Pre-Tax Savings Plan (Clarksdale)
                               Pre-Tax Savings Plan At The El Dorado Plant
                               Pre-Tax Savings Plan At The Findlay Plant
                               Texarkana Pre-Tax Savings Plan

Ladies and Gentlemen:

         I have acted as counsel for Cooper Tire & Rubber Company, a Delaware
corporation ("Registrant"), in connection with the plans listed above ("Plans").
I have examined such documents, records and matters of law as I have deemed
necessary for purposes of this opinion, and based thereupon, I am of the opinion
that:

         1.       The Registrant's shares of Common Stock, par value $1 per
                  share ("Common Stock"), that may be issued or transferred and
                  sold pursuant to the Plans will be, when issued or transferred
                  and sold in accordance with the Plans, duly authorized,
                  validly issued, fully paid and nonassessable.

         2.       When issued in accordance with the Rights Agreement dated as
                  of May 1, 1998 between Registrant and Fifth Third Bank, as
                  Rights Agent ("Rights Agreement"), the Series A Preferred
                  Stock Purchase Rights ("Rights") will be validly issued.

         The opinion set forth in paragraph 2 is limited to the valid issuance
of the Rights under the corporation laws of the State of Delaware. I do not
express any opinion herein with respect to any other aspect of the Rights, the
effect of equitable principles or fiduciary considerations relating to the
adoption of the Rights Agreement or the issuance of the Rights or the
enforceability of any particular provisions of the Rights Agreement.

         I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Stock to be issued and sold pursuant to the Plan
under the Securities Act of 1933.

                                        Very truly yours,

                                        /s/ James E. Kline
                                            ------------------------------------
                                            James E. Kline

EX-23

                                                                      Exhibit 23

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement on
Form S-8 for the registration of 2,040,000 shares of Common Stock, $1 par value
per share, pertaining to the Pre-Tax Saving Plan at the Auburn Plant, Pre-Tax
Savings Plan (Bowling Green-Hose), Pre-Tax Savings Plan (Bowling Green-Sealing),
Pre-Tax Savings Plan (Clarksdale), Pre-Tax Savings Plan at the El Dorado Plant,
Pre-Tax Savings Plan at the Findlay Plant and Texarkana Pre-Tax Savings Plan
("Plans") of our reports (a) dated January 31, 2003, with respect to the
consolidated financial statements and schedule of Cooper Tire & Rubber Company
included in its Annual Report (Form 10-K) and (b) dated May 19, 2003, with
respect to the financial statements and schedule of each of the Plans included
in each Plan's Annual Report (Form 11-K), for the year ended December 31, 2002,
filed with the Securities and Exchange Commission.

                                                           /s/ Ernst & Young LLP

Toledo, Ohio

March 3, 2004

EX-24

                                                                      Exhibit 24

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Cooper Tire & Rubber Company, an Ohio corporation
("Registrant"), hereby constitutes and appoints Thomas A. Dattilo, Philip G.
Weaver or James E. Kline and each of them, as true and lawful attorney or
attorneys-in-fact for the undersigned, with full power of substitution and
revocation, for him or her and in his or her name, place and stead, to sign on
his or her behalf as an officer or director of the Registrant a Registration
Statement or Registration Statements on Form S-8 pursuant to the Securities Act
of 1933 concerning certain Common Shares of the Company to be offered in
connection with the Registrant's Pre-Tax Saving Plan at the Auburn Plant,
Pre-Tax Savings Plan (Bowling Green-Hose), Pre-Tax Savings Plan (Bowling
Green-Sealing), Pre-Tax Savings Plan (Clarksdale), Pre-Tax Savings Plan at the
El Dorado Plant, Pre-Tax Savings Plan at the Findlay Plant and Texarkana Pre-Tax
Savings Plan, and to sign any and all amendments or post-effective amendments to
such Registration Statement(s), and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission or any state regulatory authority, granting unto said attorney or
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.

         This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original with respect to the person executing it.

         IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of
the 4th day of February, 2004.

                                                                 
/s/ Thomas A. Dattilo                                               /s/ John J. Holland
- --------------------------------------------------------------      -------------------------------
Thomas A. Dattilo                                                   John J. Holland
Chairman of the Board, President, Chief Executive                   Director
Officer and Director (principal executive officer)

/s/ Philip G. Weaver                                                /s/ John F. Meier
- --------------------------------------------------------------      -------------------------------
Philip G. Weaver                                                    John F. Meier
Vice President and Chief Financial Officer (principal financial     Director
officer)
                                                                    /s/ Byron O. Pond
/s/ Eileen B. White                                                 -------------------------------
- --------------------------------------------------------------      Byron O. Pond
Eileen B. White                                                     Director
Corporate Controller (principal accounting officer)
                                                                    /s/ John H. Shuey
/s/ Arthur H. Aronson                                               -------------------------------
- --------------------------------------------------------------      John H. Shuey
Arthur H. Aronson                                                   Director
Director
                                                                    /s/ Richard L. Wambold
/s/ Laurie B. Breininger                                            -------------------------------
- --------------------------------------------------------------      Richard L. Wambold
Laurie B. Breininger                                                Director
Director

/s/ Dennis J. Gormley
- --------------------------------------------------------------
Dennis J. Gormley
Director