FOLEY & LARDNER
                               ATTORNEYS AT LAW

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                                                            CLIENT/MATTER NUMBER
                                                                     014530/0101

                                August 29, 2001


Banta Corporation
225 Main Street
Menasha, WI  54952

Ladies and Gentlemen:

      We have acted as counsel for Banta Corporation, a Wisconsin corporation
(the "Company"), in conjunction with the preparation of a Form S-8 Registration
Statement (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), relating to an additional 2,500,000 shares of the
Company's common stock, $.10 par value (the "Common Stock"), and the associated
rights (the "Rights") to purchase shares of Common Stock, that may be issued
pursuant to the Banta Corporation Equity Incentive Plan, as amended (the
"Plan"). The additional shares of Common Stock and the Rights subject to the
Registration Statement relate to an amendment of the Plan adopted by the Board
of Directors and approved by the shareholders of the Company that increased the
aggregate number of shares issuable thereunder from 2,500,000 to 5,000,000. The
terms of the Rights issuable under the Plan are as set forth in that certain
Rights Agreement (the "Rights Agreement"), dated as of October 29, 1991, by and
between the Company and First Wisconsin Trust Company (n/k/a Firstar Bank,
N.A.).

      In connection with our opinion as set forth below, we have examined: (i)
the Plan; (ii) signed copies of the Registration Statement; (iii) the Company's
Restated Articles of Incorporation and By-Laws, as amended to date; (iv) the
Rights Agreement; (v) corporate proceedings of the Company relating to the
adoption of the above-described amendment to the Plan and the issuance of
additional shares of Common Stock and Rights thereunder; and (vi) such other
proceedings, documents and records as we have deemed necessary to enable us to
render this opinion.



Foley & Lardner
Banta Corporation
August 29, 2001
Page 2


      Based on the foregoing, we are of the opinion that:

      1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.

      2. The Common Stock subject to the Registration Statement, when issued and
paid for in the manner provided in the Plan, will be validly issued, fully paid
and nonassessable and no personal liability will attach to the ownership
thereof, except with respect to wage claims of employees of the Company for
services performed, not to exceed six months' service in any one case, as
provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law and
judicial interpretations thereof.

      3. The Rights subject to the Registration Statement, when issued pursuant
to the terms of the Rights Agreement, will be validly issued.

      We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving our consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act, or within the category of
persons whose consent is required by Section 7 of said Act.

                                                 Very truly yours,

                                                  /s/ Foley & Lardner

                                                 Foley & Lardner