Exhibit 5(b)
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:
This opinion is furnished by us as special counsel
for The Mead Corporation, an Ohio corporation (the
"Company"), in connection with the issuance and sale 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") pursuant
to 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"). 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 being delivered in accordance with
the requirements of Item 601(b)(5) of Regulation S-K under
Securities Act of 1933, as amended (the "Act").
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our
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
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 relating to the
issuance and sale of the Securities and related matters; (xi)
an executed copy of the Officer's Certificate; and (xii) 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. We
have also examined originals or copies, certified or
otherwise identified to our 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 we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
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, photostatic or
facsimile copies and the authenticity of the originals of
such latter documents. In making our examination of executed
documents, we have assumed that the parties thereto 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 (except as otherwise set forth below) execution and
delivery by such parties of such documents and the validity
and binding effect thereof. As to any facts material to the
opinions expressed herein which we did not independently
establish or verify, we have relied upon oral or written
statements and representations of officers and other
representatives of the Company and others.
Members of our firm are admitted to practice 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. 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
Indenture and the Securities (collectively, the "Operative
Documents") were duly authorized, executed and delivered by
the Company under Ohio law; (iii) the choice of New York law
in the Indenture is legal and valid under the laws of other
applicable jurisdictions; and (iv) the execution and delivery
by the Company of the Operative Documents and the performance
by the Company of its obligations thereunder do not and will
not violate, conflict with or constitute a default under (A)
any agreement or instrument to which the Company or its
property is subject (except that we do not make the
assumption set forth in this clause (A) with respect to the
Operative Documents), (B) any law, rule or regulation to
which the Company is subject (except that we do not make the
assumption set forth in this clause (B) with respect to those
laws, rules and regulations of the State of New York and the
United States of America which, in our experience, are
normally applicable to transactions of the type contemplated
by the Operative Agreements, but without our having made any
special investigation with respect to other laws, rules or
regulations), (C) any judicial or regulatory order or decree
of any governmental authority or (D) any consent, approval,
license, authorization or validation of, or filing, recording
or registration with, any governmental authority. 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 Company's Current Report on Form 8-K
dated the date hereof (the "Form 8-K"), 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:
1. The Indenture has been duly executed and
delivered by the Company under New York law 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) we express no opinion as to Section 515 of
the Indenture.
2. 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) we express no
opinion as to Section 515 of the Indenture.
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 Act. We hereby consent to the
filing of this opinion with the Commission as Exhibit 5(b) to
the Form 8-K. 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