Exhibit 5(a)
February 4, 1997
The Mead Corporation
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
Re: The Mead Corporation $100,000,000 6.60% Notes
due March 1, 2002, $150,000,000 7.35%
Debentures due March 1, 2017, $150,000,000
6.84% Debentures due March 1, 2037, and
$150,000,000 7.55% Debentures due March 1, 2047
Ladies and 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 Pricing Agreement, dated
February 4, 1997 (the "Pricing Agreement"), between Goldman,
Sachs & Co. and J.P. Morgan Securities Inc. (the
"Underwriters") and the Company, which Pricing Agreement
incorporates in its entirety all the provisions of The Mead
Corporation Underwriting Agreement, dated February 4, 1997
(the "Basic Provisions Agreement" and, together with the
Pricing Agreement, the "Underwriting Agreement"), relating
to the sale by the Company of $100,000,000 aggregate
principal amount of the Company's 6.60% Notes due March 1,
2002, $150,000,000 aggregate principal amount of the
Company's 7.35% Debentures due March 1, 2017, $150,000,000
aggregate principal amount of the Company's 6.84% Debentures
due March 1, 2037 and $150,000,000 aggregate principal amount
of the Company's 7.55% Debentures due March 1, 2047
(collectively, the "Securities"). The Securities are
to be issued under the Indenture, dated as of February 1,
1993, between the Company and The First National Bank of
Chicago as trustee (the "Trustee"), and as supplemented by
the officer's certificate, dated February 4, 1997 (the
"Officer's Certificate"), establishing the terms of each
series of Securities (such Indenture, as so supplemented,
being hereinafter referred to as the "Indenture").
This opinion is delivered in accordance with the
requirements of Items 601(b)(5) of Regulation S-K under the
Securities Act of 1933, as amended (the "Act").
In connection with this opinion, I have examined
originals or copies, certified or otherwise identified to my
satisfaction, of (i) the registration statement on Form S-3
(File No. 333-16135) relating to up to $850,000,000 aggregate
principal amount of debt securities filed with the Securities
and Exchange Commission (the "Commission") on November 14,
1996 under the Act, and Amendment No. 1 thereto filed on
January 10, 1997 (such registration statement, as so amended,
being hereinafter referred to as the "Registration
Statement"), in accordance with procedures of the Commission
permitting a delayed or continuous offering of securities
pursuant to the Registration Statement, the prospectus
included therein and subsequent prospectus supplements which
are to provide information relating to the terms of the
securities which may be offered and sold pursuant to the
Registration Statement and the manner of their distribution;
(ii) the Preliminary Prospectus Supplement, dated January 27,
1997, the Prospectus dated January 22, 1997 and the
Prospectus Supplement relating to the Securities, dated
February 4, 1997, in the respective forms thereof filed with
the Commission pursuant to Rule 424(b) of the General Rules
and Regulations under the Act (the "Rules and Regulations");
(iii) the Statement of Eligibility under the Trust Indenture
Act of 1939, as amended, on Form T-1 of the Trustee; (iv) the
documents incorporated by reference in the Prospectus to the
date of the Prospectus Supplement; (v) an executed copy of
the Indenture; (vi) the forms of the Securities and specimen
certificates thereof; (vii) an executed copy of the
Underwriting Agreement; (viii) the Articles of Incorporation
of the Company, as currently in effect; (ix) the Regulations
of the Company, as currently in effect; (x) resolutions of
the Board of Directors of the Company and the Officer's
Certificate relating to the issuance and sale of the
Securities and related matters; and (xi) the order of the
Commission declaring the Registration Statement effective
under the Act and the Indenture qualified under the Trust
Indenture Act at 5:30 p.m. on January 22, 1997. I have also
examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Company
and such agreements, certificates of public officials,
certificates of officers or other representatives of the
Company and others, and such other documents, certificates
and records as I have deemed necessary or appropriate as a
basis for the opinions set forth herein.
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, photostatic or
facsimile copies and the authenticity of the originals of
such latter documents. In making my examination of documents
executed by parties other than the Company, I have assumed
that such parties had the power, corporate or other, to enter
into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such
parties of such documents and the validity and binding effect
thereof.
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
Indenture and 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. 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 Ohio, with corporate power and authority to own its
properties and conduct its business as described in the
Prospectus.
2. The issuance and sale of the Securities have
been duly authorized by the Company; the Securities, when
executed and authenticated in accordance with the terms of
the Indenture and delivered to and paid for by the
Underwriters in accordance with the terms of the Underwriting
Agreement, will be valid and binding obligations of the
Company entitled to the benefits of the Indenture and
enforceable against the Company in accordance with their
terms, except (a) to the extent that enforcement thereof may
be limited by (i) bankruptcy, insolvency, reorganization,
moratorium, fraudulent transfer or other similar laws now or
hereafter in effect relating to creditors' rights generally
and (ii) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in
equity) and (b) I express no opinion as to Section 515 of
the Indenture.
3. The Indenture has been duly authorized,
executed and delivered by the Company and is a valid and
binding agreement of the Company, enforceable against the
Company in accordance with its terms, except (a) to the
extent that enforcement thereof may be limited by (i)
bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws now or hereafter in
effect relating to creditors' rights generally and (ii)
general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in
equity) and (b) I express no opinion as to Section 515 of
the Indenture.
I hereby consent to the filing of this opinion with
the Commission as Exhibit 5(a) to the Form 8-K. 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 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 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