EXHIBIT 5
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SHEARMAN & STERLING
FAX: 212-848-7179 599 LEXINGTON AVENUE ABU DHABI
212-848-7181 NEW YORK, N.Y. 10022-6069 BEIJING
TELEX: 667290 WUI 212 848-4000 BUDAPEST
DUSSELDORF
FRANKFURT
HONG KONG
WRITER'S DIRECT NUMBER: LONDON
LOS ANGELES
MARCH 26, 1996 NEW YORK
PARIS
SAN FRANCISCO
SINGAPORE
TOKYO
TORONTO
WASHINGTON, D.C.
Fort Howard Corporation
1919 South Broadway
P. O. Box 19130
Green Bay, WI 54307
Ladies and Gentlemen:
We have acted as counsel for Fort Howard Corporation, a Delaware
corporation (the "Company"), in connection with Post-Effective Amendment No. 2
to the Registration Statement on Form S-8 (No. 333-00019) (the "Registration
Statement") of the Company filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to 350,000 shares (the "Shares") of common stock, par value $.01 per
share, of the Company (the "Common Stock"), to be issued from time to time
pursuant to the Company's Profit Sharing Retirement Plan and the Harmon
Assoc., Corp. Profit Sharing Plan (each, a "Plan").
In so acting, we have examined the Registration Statement, including
Post-Effective Amendment Nos. 1 and 2, and we have also examined and relied as
to factual matters upon the representations and warranties contained in
originals, or copies certified or otherwise identified to our satisfaction, of
such documents, records, certificates and other instruments as in our judgment
are necessary or appropriate to enable us to render the opinion expressed
below. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents, certificates and instruments
submitted to us as originals and the conformity with originals of all
documents submitted to us as copies.
- 1 -
The opinion expressed below is limited to the law of the State of
New York, the General Corporation Law of Delaware and the federal law of the
United States, and we do not express any opinion herein concerning any other
law.
Based upon the foregoing and having regard for such legal considerations
as we have deemed relevant, we are of the opinion that the Shares have been
duly authorized by the Company and, when (a) issued and delivered by the
Company in accordance with the terms of the Plan and (b) paid for in full in
accordance with the terms of the Plan, the Shares will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/SHEARMAN & STERLING