EXHIBIT 99
----------
December 20, 2002
Newell Rubbermaid Inc.
29 East Stephenson Street
Freeport, Illinois 61032
Ladies and Gentlemen:
We have acted as counsel to Newell Rubbermaid Inc., a Delaware
corporation (the "Company"), in connection with a Registration
Statement on Form S-3 (the "Registration Statement"), filed by the
Company with the Securities and Exchange Commission on May 10, 2002
under the Securities Act of 1933, as amended (the "Securities Act"),
registering securities of the Company, including among other
securities, debt securities. We have also acted as counsel to the
Company in connection with the issuance and sale of the Company's 4-
5/8% Notes due 2009 in the aggregate principal amount of $250,000,000
(the "Notes") in an underwritten public offering pursuant to an
Underwriting Agreement dated as of December 17, 2002 between the
Company and the underwriters named therein.
The Notes are to be issued under an indenture, dated as of
November 1, 1995, between the Company and The Chase Manhattan Bank
(National Association) (now known as JPMorgan Chase Bank), as trustee,
as filed as Exhibit 4.1 to the Company's Current Report on Form 8-K
dated May 3, 1996 (the "Indenture").
This opinion is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities
Act.
In connection with our opinion, we have examined the Registration
Statement, including the exhibits thereto, and such other documents,
corporate records, and instruments and have examined such laws and
regulations as we have deemed necessary for the purposes of this
opinion. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all documents
submitted to us as copies and the authenticity of the originals of
such latter documents.
In rendering the opinions in this letter we have assumed, without
independent investigation or verification, that each party to each of
the documents executed or to be executed, other than the Company, (a)
is validly existing and in good standing under the laws of its
jurisdiction of organization, (b) has full power and authority to
execute such documents to which it is a party and to perform its
obligations thereunder, (c) has taken all necessary action to
authorize execution of such documents on its behalf by the persons
executing same, (d) has properly executed and delivered, or will
properly execute and deliver, each of such documents to which it is a
party, and (e) has duly obtained all consents or approvals of any
nature from and made all filings with any governmental authorities
necessary for such party to execute, deliver or perform its
obligations under such documents to which it is a party. In addition,
in rendering such opinions we have assumed, without independent
investigation or verification, (i) that the execution and delivery of,
and performance of their respective obligations under, the documents
executed or to be executed by each party thereto, other than the
Company, do not violate any law, rule, regulation, agreement or
instrument binding upon such party, (ii) that each of such documents
is the legal, valid and binding obligation of, and enforceable
against, each party thereto, other than the Company, and (iii) that
the execution and delivery by the Company of, and performance by it of
its obligations under, such documents do not violate any law, rule,
regulation, agreement or instrument binding upon the Company or
require any consent or approval from or filing with any governmental
authority (except that we do not make the assumption set forth in this
clause (iii) with respect to those laws, rules and regulations of the
states of Delaware, Illinois and New York and the United States of
America, in each case, that, in our experience, are normally
applicable to transactions of the type provided for by the documents
executed or to be executed, but without our having made any special
investigation with respect to any other laws, rules or regulations).
Based on the foregoing and subject to the qualifications set
forth below, we are of the opinion that the Notes, when issued,
authenticated and delivered in accordance with the provisions of the
Underwriting Agreement, the Indenture and the Officer's Certificate
and Company Order required under Sections 301 and 303 of the
Indenture, against payment of the agreed-upon consideration therefor,
will be legal, valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
The opinions set forth above are subject to the following
qualifications:
A. The opinions expressed herein with respect to the legality,
validity, binding nature and enforceability of the Notes are subject
to (i) applicable laws relating to bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws
affecting creditors' rights generally, whether now or hereafter in
effect and (ii) general principles of equity, including, without
limitation, concepts of materiality, laches, reasonableness, good
faith and fair dealing and the principles regarding when injunctive or
other equitable remedies will be available (regardless of whether
considered in a proceeding at law or in equity).
B. The foregoing opinions are limited to the laws of the State
of Illinois, the State of New York, the General Corporation Law of
Delaware, and the federal laws of the United States of America, and we
express no opinion as to the laws of any other jurisdiction.
The opinions expressed in this opinion letter are as of the date
of this opinion letter only and as to the laws covered hereby only as
they are in effect on that date. The opinions herein are limited to
the matters expressly set forth in this opinion letter, and no opinion
is given or may be inferred beyond the matters expressly set forth in
this opinion letter.
We hereby consent to the filing of this opinion as Exhibit 99 to
the Company's Current Report on Form 8-K and to the reference to us
under the caption "Legal Matters" in the Prospectus contained in the
Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Frederick L. Hartmann
------------------------------
Frederick L. Hartmann