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Exhibit 5
[INTERNATIONAL PAPER LOGO]
400 ATLANTIC STREET
STAMFORD, CT 06921
(T) 203.541.8396
(F) 203.541.8218
ANDREA L. DULBERG
CHIEF COUNSEL - SECURITIES LAW
November 8, 2004
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Ladies and Gentlemen:
I am an Assistant Secretary of International Paper Company, a New York
corporation (the "Company"), and have acted as counsel in connection with the
Registration Statement on Form S-8 (the "Registration Statement") being filed by
the Company under the Securities Act of 1933, as amended, relating to the
authorization and issuance of 14,000,000 shares of the Company's Common Stock,
par value $1.00 (the "Shares"), in connection with the International Paper
Company Long-Term Incentive Compensation Plan (the "Plan").
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such corporate documents and records which I have deemed
necessary or appropriate for the purposes of the opinion and have concluded such
other investigations of fact and law as I have deemed necessary or advisable for
purposes of this opinion. I have assumed that the signatures on all documents
that I have examined are genuine.
Based upon the foregoing, I am of the opinion that the Shares have been
duly authorized and, when issued in accordance with the terms of the Plan, will
be legally issued, fully paid and non-assessable.
I hereby consent to the filing of the opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Andrea L. Dulberg
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Andrea L. Dulberg, Esq.