Exhibit 5


March 13, 2001


Eastman Kodak Company
343 State Street
Rochester, New York 14650

Gentlemen:

         I am Senior Vice President and General Counsel of Eastman Kodak
Company, a New Jersey corporation ("Kodak").

         With respect to the Registration Statement on Form S-3 (the
"Registration Statement") filed today by Kodak with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to shares of
common stock, par value $2.50 per share, of Kodak (the "Common Stock") that may
be offered for sale from time to time by and for the account of Robert E.
McCarthy, I have examined and relied upon the originals or copies certified, or
otherwise identified to my satisfaction, of such corporate records, documents,
certificates and other instruments as in my judgment are necessary or
appropriate to enable me to render the opinion set forth below.

         Based on the foregoing, I am of the opinion that the shares of Common
Stock proposed to be offered for sale from time to time by Robert E. McCarthy
have been duly authorized and issued and are fully paid an non-assessable under
the laws of the State of New Jersey.

         I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to me under the caption Legal
Opinions in the Prospectus.

                                      Very truly yours,


                                      /s/Gary P. Van Graafeiland
                                      ---------------------------
                                      Gary P. Van Graafeiland
                                      Senior Vice President and General Counsel