EXHIBIT 5
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May 9, 2003
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: NEWELL RUBBERMAID INC.- REGISTRATION OF
DEFERRED COMPENSATION OBLIGATIONS ON FORM S-8
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Ladies and Gentlemen:
We have acted as counsel to Newell Rubbermaid Inc., a
Delaware corporation (the "Company"), in connection with the
Company's filing of a Registration Statement on Form S-8 (the
"Registration Statement") covering the registration of an
aggregate amount of $30,000,000 of Deferred Compensation
Obligations, which represent unsecured obligations of the Company
to pay deferred compensation in the future in accordance with the
terms of the Newell Rubbermaid Inc. 2002 Deferred Compensation
Plan (the "Plan").
In this connection we have made such investigation and have
examined such documents as we have deemed necessary in order to
enable us to render the opinion contained herein.
Based on the foregoing, it is our opinion that, when issued
in accordance with the terms of the Plan, and pursuant to the
Registration Statement, the Deferred Compensation Obligations
will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency or
other laws of general applicability relating to or affecting
enforcement of creditors rights or by general equity principles.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Lauralyn G. Bengel
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Lauralyn G. Bengel