PPG
Industries, Inc.
I am Senior Vice President, General Counsel and Secretary of PPG Industries, Inc., a Pennsylvania
corporation (the “
Corporation”) and, in that capacity, I am familiar with the Registration
Statement on Form S-3 (the “
Registration Statement”) (File No.
333-145063) filed with the
Securities and Exchange Commission (the “
Commission”) under the Securities Act of 1933, as amended
(the “
Securities Act”) relating to the registration under the Securities Act, of an indeterminate
amount of debt securities of the Corporation to be offered from time to time, and the base
prospectus dated
August 2, 2007, as supplemented by the prospectus supplement dated
March 13, 2008
(together the “
Prospectus”) relating to the offer and sale by the Corporation under the
Registration Statement of $600,000,000 aggregate principal amount of 5.75% Notes due 2013 (the
“
2013 Notes”), $700,000,000 aggregate principal amount of 6.65% Senior Notes due 2018 (the “
2018
Notes”), and $250,000,000 aggregate principal amount of 7.70% Notes due 2038 (the “
2038 Notes” and,
together with the 2013 Notes and the 2018 Notes, the “
Notes”). The Notes are to be issued under the
indenture dated
March 18, 2008 (the “
Original Indenture”) between the Corporation and The Bank of
New York Trust Company, N.A., as trustee (the “
Trustee”), as supplemented by the supplemental
indenture dated as of
March 18, 2008 (the “
Supplemental Indenture” and, together with the Original
Indenture, the “
Indenture”) and sold pursuant to the
Underwriting Agreement, dated
March 13, 2008
(the “
Underwriting Agreement”), between the Corporation and Credit Suisse Securities (USA) LLC,
Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and Morgan Stanley & Co. Incorporated,
as representatives of the underwriters named therein.
I, or lawyers in the Law Department of the Corporation acting under my supervision, have examined
the following documents for the purposes of my opinions set forth below:
In our examination, we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of all documents
submitted to us as copies and the authenticity of the originals of all documents submitted to us as
copies. We also have assumed the due execution and delivery of all documents where due execution
and delivery are prerequisites to the effectiveness thereof.