KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
TELEPHONE: 404/572-4600
FACSIMILE: 404/572-5100
May 16, 2002
The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313
Re: Registration Statement on Form S-3 (File No. 333-59936) -
Issuance of $250,000,000 of 4.00% Notes due June 1, 2005
Ladies and Gentlemen:
We have acted as counsel for The Coca-Cola Company, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 (as amended, the "Act"), of $250,000,000 aggregate
principal amount of 4.00% Notes due June 1, 2005 (the "Notes") pursuant to a
prospectus dated May 18, 2001 as supplemented by a prospectus supplement dated
May 14, 2002 (collectively, the "Notes Prospectus Supplement") which form a part
of the Registration Statement on Form S-3 (File No. 333-59936) (the
"Registration Statement") filed with the Securities and Exchange Commission on
May 1, 2001 and declared effective on May 18, 2001. The Notes are to be issued
by the Company pursuant to an Amended and Restated Indenture, dated as of April
26, 1988, between the Company and Bankers Trust Company) (now known as Deutsche
Bank Trust Company Americas), as trustee (the "Trustee"), as amended by a first
supplemental indenture dated as of February 24, 1992 (such indenture, as
amended, being hereinafter referred to as the "Indenture").
In connection with this opinion, we have examined and relied upon such
records, agreements, certificates and other documents as we have deemed
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed, photographic or facsimile copies
and, as to certificates of public officials and officers of the Company, we have
assumed the same to have been properly given and to be accurate. As to matters
of fact material to this opinion, we have relied upon statements and
representations of representatives of the Company and of public officials.
We have assumed that the execution and delivery of, and the performance
of all obligations under, the Indenture will be duly authorized by all requisite
action of the Trustee, and that the Indenture was duly executed and delivered
by, and is a valid and binding agreement of, the Trustee, enforceable against
the Trustee in accordance with its terms.
The opinions expressed herein are limited in all respects to the laws
of the State of New York, the General Corporation Law of the State of Delaware
and the federal laws of the United
States of America, and no opinion is expressed with respect to the laws of any
other jurisdiction or any effect which such laws may have on the opinions
expressed herein. This opinion is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly stated
herein.
Based upon the foregoing, we are of the opinion that:
(i) The Company is a corporation validly existing and,
based solely upon a certificate of the Secretary of State of the State
of Delaware, in good standing under the laws of the State of Delaware;
and
(ii) Upon the issuance and sale thereof as described in
the Notes Prospectus Supplement and, when duly executed and delivered
by the Company, and duly authenticated by the Trustee in accordance
with the Indenture and delivered to and paid for by the purchasers
thereof, the Notes will constitute valid and legally binding
obligations of the Company, enforceable against the Company in
accordance with their terms, and entitled to the benefits of the
Indenture.
The opinions set forth above are subject, as to enforcement, to the
effect of (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws affecting the rights and remedies of creditors generally, and (ii)
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law).
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This opinion is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion may
not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the current report on Form 8-K, and further consent to the use of
our name under the heading "Legal Matters" in the Notes Prospectus Supplement.
Very truly yours,
/s/ King & Spalding