EXHIBIT 5.1
[LETTERHEAD OF THE COCA-COLA COMPANY]
THE COCA-COLA COMPANY
COCA-COLA PLAZA
ATLANTA, GEORGIA
ADDRESS REPLY TO
LEGAL DIVISION P.O. BOX 1734
March 10, 2005 ATLANTA, GA 30301
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404 676-2121
OUR REFERENCE NO.
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
Re: The Coca-Cola Company -- Registration Statement on
Form S-8 relating to Shares of Company Common Stock
issuable pursuant to The Coca-Cola Company 401(k) Plan
for Union Employees
Gentlemen:
I am Counsel, Transactions and Securities for The Coca-Cola Company, a
Delaware corporation (the "Company"), and have acted as counsel for the Company
in connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended, relating to the registration of
15,000 shares of the Company's Common Stock, par value $.25 per share (the
"Shares"), that may be offered and sold under The Coca-Cola Company 401(k) Plan
for Union Employees (the "Plan").
In connection with this opinion, I have examined and relied upon such
records, documents, certificates and other instruments as in my judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, I have assumed the genuineness of signatures on
original documents and the conformity to such original documents of all copies
submitted to me as certified, conformed or photographic copies, and as to
certificates of public officials, I have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, I have
relied upon statements and representations of representatives of the Company and
of public officials.
The opinions expressed herein are limited in all respects to (1) the
federal laws of the United States of America and (2) the Delaware General
Corporation Law, the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting such Delaware laws; and no opinion is
expressed with respect to the laws of any other jurisdiction or any effect which
such laws may have on the opinions expressed herein. This opinion is limited to
the matters stated herein, and no opinion is implied or may be inferred beyond
the matters expressly stated herein.
The Coca-Cola Company
March 10, 2005
Page 2
Based upon and subject to the foregoing, I am of the opinion that (i)
the Shares are duly authorized; and (ii) upon the issuance of the Shares as
provided in the Plan, the Shares will be validly issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to my name under the caption
"Interest of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Parth S. Munshi
Parth S. Munshi
Counsel, Transactions and Securities