Exhibit 5(a)
November 14, 1996
The Mead Corporation
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
Re: The Mead Corporation
Registration Statement on Form S-3
Gentlemen:
I am Assistant Secretary and Associate General
Counsel of The Mead Corporation, an Ohio corporation (the
"Company"), and, as such, I have acted as counsel to the
Company in connection with the Registration Statement on
Form S-3 (the "Registration Statement"), being filed on
the date hereof by the Company with the Securities and
Exchange Commission (the "Commission"). The Registration
Statement relates to the issuance and sale from time to
time, pursuant to Rule 415 of the General Rules and
Regulations promulgated under the Securities Act of 1933,
as amended (the "Securities Act"), of $850,000,000
aggregate principal amount of the Company's unsecured
debentures, notes or other evidences of indebtedness (the
"Securities").
This opinion is delivered in accordance with
the requirements of Items 601(b)(5) of Regulation S-K
under the Securities Act.
I have examined and am familiar with originals
or copies of such documents, corporate records and other
instruments as I have deemed necessary or appropriate in
connection with this opinion, including (i) the
Registration Statement relating to the Securities;
(ii) the Indenture dated as of July 15, 1982 between the
Company and Bankers Trust Company, as supplemented, and
the Indenture dated as of February 1, 1993 between the
Company and The First National Bank of Chicago (each an
"Indenture") and the form of Indenture between the
Company and other trustees (the "form of Indenture") and,
when authorized, executed and delivered an "Indenture"),
each filed as an exhibit to the Registration Statement;
(iii) the form of the Securities; (iv) the Amended
Articles of Incorporation of the Company as currently in
effect; (v) the Regulations of the Company as currently
in effect; and (vi) resolutions adopted to date by the
Board of Directors of the Company (the "Board of
Directors") relating to the registration of the
Securities.
In my examination, I have assumed the legal
capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to me as originals, the conformity to original documents
of all documents submitted to me as certified, conformed
or photostatic copies and the authenticity of the
originals of such latter documents. I have assumed that
the Indentures have been or will be duly authorized,
executed and delivered by the applicable trustees and
that any Securities that may be issued will be manually
signed or countersigned, as the case may be, by duly
authorized officers of the applicable trustees.
I am a member of the Bar in the State of Ohio
and I do not express any opinion as to the laws of any
other jurisdiction other than the laws of the United
States of America to the extent referred to specifically
herein. Insofar as the opinions set forth below relate
to the Securities as valid, binding and enforceable
obligations of the Company, I have relied solely upon an
opinion letter of even date herewith from Skadden, Arps,
Slate, Meagher & Flom LLP, New York, New York, with
respect to all matters of New York law related thereto.
The Securities may be issued from time to time on a
delayed or continuous basis, and this opinion is limited
to the laws, including the rules and regulations, as in
effect on the date hereof.
Based upon and subject to the foregoing, I am
of the opinion that:
1. The Company has been duly incorporated and
is validly existing as a corporation in good standing
under the laws of the State of Ohio.
2. When (i) the Registration Statement, as
finally amended (including all necessary post-effective
amendments), has become effective and the applicable
Indenture has been qualified under the Trust Indenture
Act of 1939, as amended; (ii) an appropriate prospectus
supplement or term sheet with respect to the Securities
has been prepared, delivered and filed in compliance with
the Securities Act and the applicable rules and
regulations thereunder; (iii) if the Securities are to be
sold pursuant to a firm commitment underwritten offering,
the underwriting agreement with respect to the Securities
has been duly authorized, executed and delivered by the
Company and the other parties thereto; (iv) the Board of
Directors, including any appropriate committee appointed
thereby, and appropriate officers of the Company have
taken all necessary corporate action to approve the
issuance and terms of the Securities and related matters;
(v) the terms of the Securities and of their issuance and
sale have been duly established in conformity with the
applicable Indenture so as not to violate any applicable
law, the Amended Articles of Incorporation or Regulations
of the Company or result in a default under or breach of
any agreement or instrument binding upon the Company and
so as to comply with any requirement or restriction
imposed by any court or governmental body having
jurisdiction over the Company; (vi) the applicable
Indenture has been duly authorized, executed and
delivered by the Company to the applicable Trustee; and
(vii) the Securities have been duly executed and
authenticated in accordance with the provisions of the
applicable Indenture and duly delivered to the purchasers
thereof upon payment of the agreed-upon consideration
therefor, the Securities, when issued and sold in
accordance with the applicable Indenture and the
applicable underwriting agreement, if any, or any other
duly authorized, executed and delivered valid and binding
purchase or agency agreement, will be valid and binding
obligations of the Company, enforceable against the
Company in accordance with their respective terms, except
to the extent that enforcement thereof may be limited by
(a) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights
generally, (b) general principles of equity (regardless
of whether enforceability is considered in a proceeding
at law or in equity), (c) the waiver of the usury defense
contained in Section 515 of the applicable Indenture may
be unenforceable, (d) requirements that a claim with
respect to any Securities denominated other than in
United States dollars (or a judgment denominated other
than in United States dollars in respect of such claim)
be converted into United States dollars at a rate of
exchange prevailing on a date determined pursuant to
applicable law, and (e) governmental authority to limit,
delay or prohibit the making of payments outside the
United States or in foreign currencies, currency units or
composite currencies.
I hereby consent to the filing of this opinion
with the Commission as Exhibit 5(a) to the Registration
Statement. I also consent to the reference to me under
the heading "Validity of Securities" in the Registration
Statement. In giving this consent, I do not thereby
admit that I am in the category of persons whose consent
is required under Section 7 of the Securities Act or the
Rules and Regulations of the Commission. This opinion is
expressed as of the date hereof unless otherwise
expressly stated and I disclaim any undertaking to advise
you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable
law.
Very truly yours,
/s/ David L. Santez
David L. Santez
Assistant Secretary and
Associate General Counsel