Exhibit 5(a)
October 20, 1997
The Mead Corporation
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
Ladies and Gentlemen:
I am Associate General Counsel and Assistant
Secretary of The Mead Corporation, an Ohio corporation
(the "Company"), and, as such, I have acted as counsel to
the Company in connection with the Distribution
Agreement, dated October 20, 1997 (the "Distribution
Agreement"), among the Company and Goldman, Sachs & Co.
and Merrill Lynch, Pierce, Fenner & Smith Incorporated
(each, an "Agent" and collectively, the "Agents"),
relating to the sale by the Company through the Agents
from time to time of up to $154,000,000 aggregate
offering price of the Company's Medium-Term Notes, Series
A Due Nine Months to Thirty Years From Date of Issue (the
"Notes"). The Notes are to be issued under the
Indenture, dated as of October 20, 1997, between the
Company and Citibank, N.A., as Trustee (the "Trustee"),
and as supplemented by the Officers' Certificate, dated
October 20, 1997 (the "Officers' Certificate"),
establishing the terms of the Notes (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
"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 on Form S-3 (File No. 333-16135)
relating to debt securities of the Company with an
aggregate offering price of $850,000,000 filed with the
Securities and Exchange Commission (the "Commission") on
November 14, 1996 under the Securities Act, and Amendment
No. 1 thereto filed January 10, 1997 (such registration
statement, as so amended as of its effective date and
including all information incorporated by reference
therein, 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; (ii) the Prospectus, dated January 22, 1997,
and the Prospectus Supplement relating to the Notes,
dated October 20, 1997, in the respective forms thereof
filed with the Commission pursuant to Rule 424(b) of the
General Rules and Regulations promulgated under the
Securities Act; (iii) an executed copy of the Indenture;
(iv) the forms of the Fixed Rate Notes and the Floating
Rate Notes (as such terms are defined in the Prospectus
Supplement); (v) an executed copy of the Distribution
Agreement; (vi) the form of the Terms Agreement attached
as Annex I to the Distribution Agreement; (vii) the
Administrative Procedure attached as Annex II to the
Distribution Agreement (the "Administrative Procedure");
(viii) the Articles of Incorporation of the Corporation,
as amended and presently in effect; (ix) the Regulations
of the Corporation, as presently in effect; (x)
resolutions of the Board of Directors of the Company (the
"Board"); and (xi) an executed copy of the Officers'
Certificate.
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. In making my
examination of documents executed or to be executed by
parties other than the Company, I have assumed that the
parties thereto had or will have 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 on such parties. I
have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee and that any Notes
that may be issued will be manually signed or
countersigned, as the case may be, by duly authorized
officers of the Trustee.
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 to the extent referred to specifically herein.
Insofar as the opinions set forth below relate to the
Indenture and the Notes 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 the State of Ohio.
2. The issuance and sale of the Notes by the
Company as contemplated by the Distribution Agreement
have been duly authorized by the Company; the Notes, when
the terms thereof have been fixed by an authorized
representative of the Company in conformity with the
Indenture and the resolutions of the Board, and when
issued by the Company in accordance with the
Administrative Procedure and the Officers' Certificate,
and duly executed and authenticated in accordance with
the terms of the Indenture, and delivered to and paid for
in accordance with the terms of the Distribution
Agreement, will be duly authorized, executed and
delivered and will constitute valid and binding
obligations of the Company enforceable in accordance with
their terms and entitled to the benefits of the
Indenture, 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), (b) that
I express no opinion as to Section 515 of the Indenture,
(c) as to any requirements that a claim with respect to
any Notes denominated other than in U.S. dollars (or a
judgment denominated other than in U.S. dollars in
respect of such claim) be converted into U.S. dollars at
a rate of exchange prevailing on a date determined
pursuant to applicable law and (d) to the extent of any
governmental authority to limit, delay or prohibit the
making of payments in foreign currency, currency units or
composite currencies, outside the United States. In
rendering the opinion set forth in this paragraph 2, I
have, with your approval, assumed that at the time of the
issuance, sale and delivery of each particular Note, the
authorization of the Notes will not have been modified or
rescinded and, with respect to each Note, that such Note
will conform to the forms of the Notes examined by me. I
have, also with your approval, assumed that at the time
of the issuance, sale and delivery of each particular
Note there will not have occurred any change in law
affecting the validity, legally binding character or
enforceability of such Note and that the issuance, sale
and delivery of such Note, all of the terms of such Note
and the performance by the Company of its obligations
thereunder will comply with applicable law and with each
requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company
and will not result in a default under or a breach of any
agreement or instrument then binding upon the Company or
its properties.
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), (b) I express no opinion
as to Section 515 of the Indenture; (c) as to any
requirements that a claim with respect to any Notes
denominated other than in U.S. dollars (or a judgment
denominated other than in U.S. dollars in respect of such
claim) be converted into U.S. dollars at a rate of
exchange prevailing on a date determined pursuant to
applicable law and (d) to the extent of any governmental
authority to limit, delay or prohibit the making of
payments in foreign currency, currency units or composite
currencies, outside the United States; and the Indenture
has been qualified under the Trust Indenture Act.
I hereby consent to the filing of this opinion
with the Commission as Exhibit 5(a)to the Company's
Current Report on Form 8-K dated the date hereof. 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