EX-5.2 2 d103593dex52.htm EX-5.2 EX-5.2
LOGO   

 

1120 NW Couch Street

10th Floor

Portland, OR 97209-4128

  

 

LOGO  +1.503.727.2000

LOGO +1.503.727.2222

PerkinsCoie.com

EXHIBIT 5.2

January 6, 2021

The Greenbrier Companies, Inc.

One Centerpointe Drive, Suite 200

Lake Oswego, Oregon 97035

 

  Re:

Post-Effective Amendment No. 1 to Registration Statement on Form S-8 for Shares of Common Stock, without par value, of The Greenbrier Companies, Inc. (the “Company”)

Ladies and Gentlemen:

We have acted as counsel to you in connection with the preparation of Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (the “Registration Statement Amendment”) under the Securities Act of 1933, as amended (the “Act”), which you are filing with the Securities and Exchange Commission with respect to up to 126,422 shares of common stock, without par value, of the Company (the “Rollover Shares”), which previously may have been issuable under the Company’s 2010 Amended and Restated Stock Incentive Plan (the “2010 Plan”), which was amended and restated in October 2014 as the 2014 Stock Incentive Plan, and amended and restated in October 2017 as the 2017 Amended and Restated Stock Incentive Plan (as amended and restated, the “2017 Plan”), and which going forward may be issued under the Company’s 2021 Stock Incentive Plan (the “2021 Plan”) to the extent not issued under the 2017 Plan. The 2021 Plan was previously approved by the Board of Directors of the Company in October 2020. Effectiveness of the 2021 Plan is subject to shareholder approval at the 2021 Annual Meeting of Shareholders scheduled to be held on January 6, 2021.

We have examined the Registration Statement Amendment and such documents and records of the Company as we have deemed necessary for the purpose of this opinion. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with originals of all instruments presented to us as copies and the genuineness of all signatures, and the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

Based upon and subject to (a) the assumptions stated and in reliance on statements of fact contained in the documents that we have examined and (b) completion of all corporate action required to be taken by the Company to duly authorize the proposed issuance of the Rollover Shares, including shareholder approval of the 2021 Plan, we are of the opinion that any Rollover Shares issued by the Company pursuant to the 2021 Plan, upon registration by its registrar of such Rollover Shares and the issuance thereof by the Company in accordance with the terms of the 2021 Plan, and the receipt of consideration for such Rollover Shares in accordance with the terms of the 2021 Plan, will be legally issued, fully paid and nonassessable.


Page 2

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement Amendment. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ PERKINS COIE LLP

PERKINS COIE LLP