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 the Registration Statement on
Form S-8 (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 1,500,000 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 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.
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.
- 1 -
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