EXHIBIT 5
[Corn Products Letterhead]
December 21, 2001
Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549
Re: $3,100,000 of Deferred Compensation Plan for Outside
Directors Obligations
$8,000,000 of Supplemental Executive Retirement Plan
Obligations
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Corn Products International, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of $3,100,000 of the Company's Deferred Compensation Plan for
Outside Directors Obligations (the "Deferred Compensation Obligations"),
$8,000,000 of the Company's Supplemental Executive Retirement Plan Obligations
(the "SERP Obligations" and, together with the Deferred Compensation
Obligations, the "Registered Obligations") including an indeterminate number of
shares of the Company's Common Stock, $.01 par value ("Common Stock"), and
Preferred Stock Purchase Rights of the Company (the "Rights") associated
therewith, to be issued from time to time under the Corn Products International,
Inc. Deferred Compensation Plan for Outside Directors and the Corn Products
International, Inc. Supplemental Executive Retirement Plan (the "Plans"). The
terms of the Rights are set forth in the Rights Agreement, dated as of November
19, 1997 (the "Rights Agreement"), between the Company and First Chicago Trust
Company of New York, as Rights Agent.
I am the Vice President, General Counsel and Corporate Secretary of the
Company and I am familiar with the proceedings to date with respect to the
proposed issuance of the Registered Obligations, including the Common Stock and
the Rights, under the Plans. In this regard, I have examined such records,
documents and questions of law, and satisfied myself as to such matters of fact,
as I have considered relevant and necessary as a basis for this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under
the laws of the State of Delaware.
2. Each of the Registered Obligations will be a validly issued
and binding obligation of the Company when (i) the
Registration Statement shall have become effective under the
Securities Act; (ii) the Company's Board of Directors or a
duly authorized committee shall have duly adopted final
resolutions authorizing the issuance thereof in accordance
with the applicable Plan; and (iii) such Registered Obligation
shall have been duly issued in accordance with the applicable
Plan.
3. Each share of Common Stock associated with each of the
Registered Obligations referred to in paragraph 2 above will
be duly authorized, legally issued, fully paid and
non-assessable when (i) the Registration Statement shall have
become effective under the Securities Act; (ii) the Company's
Board of Directors or a duly authorized committee thereof
shall have duly adopted final resolutions authorizing the
issuance and sale thereof as contemplated by the applicable
Plan; and (iii) a certificate representing such share shall
have been duly executed,
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countersigned and registered and duly delivered upon payment
of the agreed consideration therefor (not less than the par
value thereof) determined in accordance with the terms of the
applicable Plan.
4. The Right associated with each share of Common Stock referred
to in paragraph 3 above will be validly issued when (i) such
Right shall have been duly issued in accordance with the terms
of the Rights Agreement; and (ii) such associated share shall
have been duly issued as set forth in paragraph 3 above.
I do not find it necessary for the purposes of this opinion letter to
cover, and accordingly I express no opinion as to, the application of the
securities or blue sky laws of the various states to the sale of the Registered
Obligations, the Common Stock or the Rights.
This opinion letter is limited to the federal laws of the United States
of America and the General Corporation Law of the State of Delaware.
I hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Marcia E. Doane
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Marcia E. Doane
Vice President, General Counsel and
Corporate Secretary