[KRAMER, LEVIN, NAFTALIS & FRANKEL LETTERHEAD]
KRAMER, LEVIN, NAFTALIS & FRANKEL
9 1 9 T H I R D A V E N U E
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
FAX
(212) 715-8000
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WRITER'S DIRECT NUMBER
(212) 715-9100
June 19, 1997
The Fonda Group, Inc.
21 Lower Newton Street
St. Albans, Vermont 05478
Ladies and Gentlemen:
We have acted as counsel for The Fonda Group, Inc. (the
"Company") in connection with the registration statement on Form S-4 (Reg. No.
333-24939), as amended by Amendment Nos. 1 through 2 thereto (the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
(the "Commission") relating to the proposed offer by the Company of $120,000,000
aggregate principal amount of 9 1/2% Series B Senior Subordinated Notes due 2007
(the "New Notes") of the Company for a like amount of privately placed 9 1/2%
Series A Senior Subordinated Notes due 2007 (the "Old Notes") (the "Exchange
Offer"). The New Notes will be issued pursuant to the Indenture (the
"Indenture") dated February 27, 1997 between the Company and The Bank of New
York, as trustee. All capitalized terms not otherwise defined herein have the
same meanings given to such terms in the Indenture.
In connection with the foregoing, we have examined, among
other things, (i) the Registration Statement, (ii) the Indenture, (iii) the form
of New Notes to be issued pursuant to the Indenture and (iv) originals,
photocopies or conformed copies of all such corporate records, agreements,
instruments and documents of the Company, certificates of public officials and
other certificates and opinions, and have made such other investigations as we
have deemed necessary for the purpose of rendering the opinion set forth herein.
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all
KRAMER, LEVIN, NAFTALIS & FRANKEL
The Fonda Group, Inc.
June 19, 1997
Page 2
documents submitted to us as originals, and the conformity to originals of all
documents submitted to us as photocopies or conformed copies, and the
authenticity of the originals of such latter documents. We have relied, to the
extent we deem such reliance proper, upon representations, statements or
certificates of public officials and officers and representatives of the
Company.
Based upon and subject to the foregoing, we are of the opinion
that:
The New Notes have been duly authorized by the Company and,
when issued and delivered in exchange for the Old Notes in the manner
set forth in the Registration Statement and executed and authenticated
in accordance with the terms and conditions of the Indenture (and
assuming the due authorization, execution and delivery of the Indenture
by each of the parties thereto), will constitute legal, valid and
binding obligations of the Company.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the heading
"Legal Matters" in the prospectus that forms a part thereof.
We are delivering this opinion to the Company, and no person
other than the Company and its securityholders may rely upon it.
Very truly yours,
/s/ Kramer, Levin, Naftalis & Frankel