Exhibit 5
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[GP Logo] Georgia-Pacific Corporation Law Department
133 Peachtree Street NE (30303-1847)
P.O. Box 105605
Atlanta, Georgia 30348-5605
(404) 652-4839 Telephone
(404) 230-1611 Facsimile
Kenneth F. Khoury
Vice President, Deputy General Counsel and Secretary
March 30, 2001
To the Board of Directors of
Georgia-Pacific Corporation:
Ladies and Gentlemen:
As Vice President, Deputy General Counsel and Secretary of Georgia-Pacific
Corporation, a Georgia corporation (the "Corporation"), I have reviewed the
proceedings of the Corporation in connection with the referenced Post-Effective
Amendment No. 2 on Form S-8 to the Corporation's Registration Statement on Form
S-4 (the "Registration Statement") being filed by the Corporation with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, and covering 8,753 shares of the Georgia-Pacific
Corporation - Georgia-Pacific Group Common Stock, par value $.80 per share ("G-P
Group Stock") subject to adjustment upon the occurrence of certain events, that
may be issued to eligible employees of Fort James Canada, Inc., pursuant to the
Georgia-Pacific Corporation - Georgia-Pacific Group Canadian Employees Stock
Purchase Plan (the "Plan"), and an indeterminate amount of interests in the
Plan. This Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item
601(b)(5) of Regulation S-K.
In the capacity described above, I have considered such matters of law and
of fact, including the examination of originals or copies, certified or
otherwise identified to my satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as I have
deemed appropriate as a basis for the opinions hereinafter set forth.
I am of the opinion that the shares of G-P Group Stock and the Plan
interests covered by the Registration Statement and to be issued pursuant to the
Plan, when issued in accordance with the terms and conditions of the Plan, will
be legally and validly issued, and with respect to such shares will be fully
paid and nonassessable. I hereby consent to the filing of this Opinion Letter as
an Exhibit to the Registration Statement.
This Opinion Letter is provided to you for your benefit and for the benefit
of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without my prior written consent.
I am a member of the bar of the States of New York and New Jersey and do
not hold myself out to be an expert on the laws of any other state. In
connection herewith, I express no opinion on the laws of any jurisdiction other
than the laws of the State of New York and the
federal laws of the United States. Insofar as this Opinion Letter relates to
matters of Georgia law, I have relied on an opinion of even date addressed to me
by an attorney in the Law Department of the Corporation licensed to practice law
in the State of Georgia.
Very truly yours,
/s/ Kenneth F. Khoury
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Kenneth F. Khoury
Vice President, Deputy General
Counsel and Secretary