Exhibit 5(b)
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, 10022-3897
TEL: (212) 735-3000
FAX: (212) 735-2000
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:
This opinion is furnished by us as special counsel for The Mead
Corporation, an Ohio corporation (the "Company"), in connection with the
Registration Statement on Form S-3 (the "Registration Statement") to be
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 indebt-
edness (the "Securities").
This opinion is delivered in accordance with the requirements of
Items 601(b)(5) of Regulation S-K under the Securities Act.
We have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we 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
by the First Supplemental Indenture, dated as of March 1, 1987, the Second
Supplemental Indenture, dated as of October 15, 1989 and the Third
Supplemental Indenture, dated as of November 15, 1991, 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 duly
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)
certain resolutions adopted to date by the Board of Directors of the
Company (the "Board of Directors") relating to the registration of the
Securities.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to the opinions expressed herein which
were not independently established or verified, we have relied upon oral
or written statements and representations of officers and other
representatives of the Company and others. We have assumed that the
Indentures have been and the form of Indenture 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.
We are members of the Bar in the State of New York and we 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. 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.
We have assumed that (i) the Company has duly authorized the
issuance of the Securities and the filing of the Registration Statement
under Ohio law; (ii) the Indentures were duly authorized, executed and
delivered by the Company under Ohio law and the form of Indenture will be
duly authorized, executed and delivered by the Company under Ohio law;
(iii) the choice of New York law in the Indentures is legal and valid under
the laws of other applicable jurisdictions; and (iv) the execution and
delivery by the Company of the Indentures and the form of Indenture and the
Securities and the performance by the Company of its obligations thereunder
will not violate or conflict with any laws of the State of Ohio. Reference
is made to the opinion of David L. Santez, Assistant Secretary and
Associate General Counsel of the Company, filed as Exhibit 5(a) to the
Registration Statement, with respect to matters under the laws of the
State of Ohio, and our opinions set forth herein are subject to the same
limitations, qualifications and assumptions set forth in such opinion.
Based upon and subject to the foregoing, we are of the opinion
that 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 regula-
tions 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; and (vi) 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 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 curren-
cies, currency units or composite currencies.
David L. Santez, Assistant Secretary and Associate General
Counsel of the Company, is permitted to rely upon this opinion for the
purpose of delivering his opinion to the Company in its capacity as counsel
to the Company in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act. We hereby consent to the filing of
this opinion with the Commission as Exhibit 5(b) to the Registration
Statement. We also consent to the reference to us under the heading
"Validity of Securities" in the Registration Statement. In giving this
consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the
Rules and Regulations of the Commission promulgated thereunder. This
opinion is expressed as of the date hereof unless otherwise expressly
stated, and we 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/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP