EXHIBIT 99
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Stuart L. Goodman
(312) 258-5711
Email: sgoodman@schiffhardin.com
January 10, 2003
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 the Company's common
stock, par value $1.00 per share (the "Common Stock"). We have also
acted as counsel to the Company in connection with the issuance and
sale of 6,670,000 shares (the "Shares") of Common Stock in an
underwritten public offering pursuant to an Underwriting Agreement
dated as of January 6, 2003 between the Company and the underwriters
named therein (the "Underwriting Agreement").
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.
Based on the foregoing and subject to the qualifications set
forth below, we are of the opinion that the Shares, when issued and
sold in accordance with the Underwriting Agreement, will be duly
authorized, validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of
Illinois, 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.
Newell Rubbermaid Inc.
January 10, 2003
Page 2
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/ Stuart L. Goodman
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Stuart L. Goodman