1
EXHIBIT 5
[LOGO] GEORGIA-PACIFIC CORPORATION
133 Peachtree Street, N.E.
P.O. Box 105605
Atlanta, Georgia 30348-5605
Telephone (404) 652-4000
April 25, 1995
To the Board of Directors of
Georgia-Pacific Corporation
Dear Sirs and Mesdames:
As Senior Vice President - Law of Georgia-Pacific Corporation, a Georgia
corporation ("Georgia-Pacific"), I have supervised the corporate proceedings in
connection with the authorization of the issuance of $250,000,000 aggregate
principal amount of Georgia-Pacific's 8 5/8% Debentures Due April 30, 2025
(the "Debentures"), issued under the Indenture, dated as of March 1, 1983
between Georgia-Pacific and The Chase Manhattan Bank (National
Association)("Chase"), as amended and supplemented by the First Supplemental
Indenture dated July 27, 1988 (the Indenture, as so amended and supplemented,
the "Indenture") among Georgia-Pacific, Chase and Morgan Guaranty Trust Company
of New York (whom The Bank of New York has succeeded as Trustee), and covered
by a Registration Statement on Form S-3 (File No. 33-65208)(the "Registration
Statement") filed by Georgia-Pacific with the Securities and Exchange
Commission on June 29, 1993 and declared effective on July 23, 1993.
I am familiar with the corporate proceedings of Georgia-Pacific with respect to
the issuance and sale of the Debentures, and I have reviewed, or caused to be
reviewed, the Registration Statement. In addition I have examined, or caused
to be examined, and have relied upon the originals, or copies identified to my
satisfaction, of such corporate records of Georgia-Pacific, certificates of
public officials and officers of Georgia-Pacific, and such other agreements,
instruments and documents as I have deemed necessary as a basis for the
opinions hereinafter set forth.
Based upon the foregoing and upon such other factors as I deem relevant, I am
of the opinion that:
2
Board of Directors
Georgia-Pacific Corporation
April 25, 1995
Page 2
(1) Georgia-Pacific is a corporation duly incorporated
and validly existing and in good standing under the laws of the State
of Georgia with full power to execute the Indenture and to issue the
Debentures.
(2) the Indenture has been duly authorized, executed and
delivered by Georgia-Pacific, and constitutes a valid and legally
binding instrument enforceable against Georgia-Pacific in accordance
with its terms, except to the extent enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles, regardless of whether such enforceability is considered in
a proceeding in equity or at law.
(3) the Debentures have been duly issued, authenticated
and delivered pursuant to the Indenture and constitute valid and
legally binding obligations of Georgia-Pacific enforceable against
Georgia-Pacific in accordance with their terms, except to the extent
enforceability may be limited by bankruptcy, insolvency, moratorium or
other similar laws affecting the enforcement of creditors' rights
generally and by general equitable principles, regardless of whether
such enforceability is considered in a proceeding in equity or at law
and are entitled to the benefits provided by the Indenture.
I hereby consent to the use of this opinion as an exhibit to Georgia-Pacific's
Current Report on Form 8-K, dated April 25, 1995, and its incorporation by
reference in the Registration Statement and such other registration statements
as may incorporate such report on Form 8-K by reference.
I am a member of the bar of the State of New York and do not hold myself out to
be an expert on the laws of any other state. I express no opinion on the laws
of any jurisdiction other than the laws of the State of New York and Georgia
and the federal law of the United States. Insofar as this opinion relates to
matters of Georgia law, I have relied on the opinion of even date addressed to
me by an attorney in the Law Department of Georgia-Pacific licensed to practice
law in the State of Georgia. I consent to the use of this opinion as an
exhibit to the Registration Statement and to the use of my name under the
heading "Validity of Securities" in the related prospectus.
Very truly yours,
/s/ James F. Kelley
---------------------------
James F. Kelley
Senior Vice President - Law