March 11, 2019
Valhi, Inc.
Three Lincoln Centre
5430 LBJ Freeway, Suite 1700
Dallas, Texas 75240-2697
Ladies and Gentlemen:
I am Vice President, Associate General Counsel and Assistant Secretary of Valhi, Inc., a Delaware corporation (the “Company”), and am an
employee of Contran Corporation, a Delaware corporation that is an indirect parent corporation of the Company. I am rendering my opinion in connection with the filing by the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-3 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), the sale from time to time of up to 14,372,970 shares of common stock, par value $0.01 per
share, of the Company by the selling stockholders named in the Registration Statement (the “Securities”).
I have been provided with a copy of the Registration Statement and the prospectus (the “Prospectus”) forming a part thereof. I have examined
the Registration Statement, the Prospectus and originals or copies of such documents, corporate records, certificates of public officials and other instruments as I have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, I have, without independent inquiry or investigation, assumed that (i) all documents submitted to
me as originals are authentic and complete, (ii) all documents submitted to me as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the
forms thereof, (iv) all signatures on all documents that I reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the
Company that I reviewed were and are accurate and (vii) all representations made by the Company as to matters of fact in the documents that I reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, I am of the opinion that the issuance
of the Securities was duly authorized and the Securities are validly issued, fully paid and non-assessable.
I am a member of the Bar of the State of Texas, and the foregoing opinion is limited to the General Corporation Law of the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and further consent to the
reference to my name under the caption “Legal Matters” in the Prospectus. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Jane R. Grimm
Jane R. Grimm
Vice President, Associate General Counsel
and Assistant Secretary