Exhibit 5(b)
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NEW YORK 10022-3897
TEL: (212) 735-3000
FAX: (212) 735-2000
October 20, 1997
The Mead Corporation
Mead World Headquarters
Courthouse Plaza Northeast
Dayton, Ohio 45463
Re: The Mead Corporation
Registration Statement on Form S-3
Dear Ladies and Gentlemen:
This opinion is furnished by us as special
counsel for Mead Corporation, an Ohio corporation (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, 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").
We have examined (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 on January 10, 1997 (such registration
statement, as so amended as of its effective date and
including all information incorporated by reference
therein as of such effective date, 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
such registration statement; (ii) the order of the
Commission declaring the Registration Statement effective
under the Securities Act at 5:30 p.m. on January 22,
1997; (iii) the Prospectus, dated January 22, 1997 (the
"Base Prospectus"), and the Prospectus Supplement
relating to the Notes, dated October 20, 1997 (the
"Prospectus Supplement"), 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 (such Base Prospectus, as so supplemented
by the Prospectus Supplement, being hereinafter referred
to as the "Prospectus"); (iv) an executed copy of the
Indenture; (v) the forms of the Fixed Rate Notes and the
Floating Rate Notes (as such terms are defined in the
Prospectus Supplement); (vi) an executed copy of the
Distribution Agreement; (vii) the form of the Terms
Agreement attached as Annex I to the Distribution
Agreement; and (viii) the Administrative Procedure
attached as Annex II to the Distribution Agreement (the
Administrative Procedure). We also have examined
originals or copies, certified or otherwise identified to
our satisfaction, of all such records of the Company and
others, and such other documents, certificates and
corporate or other 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 or
photostatic or facsimile copies and the authenticity of
the originals of such latter documents. In making our
examination of documents executed or to be executed, we
have assumed that the parties thereto (including the
Company) 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 (except to the extent set
forth in paragraphs 1 and 2 below) the validity,
enforceability 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 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. We have assumed that
(i) the Company has been duly incorporated and is validly
existing under Ohio law; (ii) the choice of New York law
in the Indenture and is legal and valid under the laws of
Ohio; and (iii) the execution and delivery by the Company
of the Indenture and the Notes (collectively, 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 (other than
securities and antifraud laws) 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 Documents, 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 (except that we do not make the assumption set
forth in this clause (D) with respect to the Registration
Statement or the Prospectus).
Based upon and subject to the limitations,
qualifications, exceptions and assumptions set forth
herein, we are of the opinion that:
1. The Notes, when the terms thereof have been
fixed by an authorized representative of the Company, in
conformity with the Indenture and when issued by the
Company in accordance with the Administrative Procedure,
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 valid and binding obligations of the
Company enforceable against the Company 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) we
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 1, we
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 us.
We have, also with your approval, assumed that at the
time of 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 (a) the issuance,
sale and delivery of such Note, (b) all of the terms of
such Note and (c) the performance by the Company of its
obligations thereunder will, in each case, 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.
2. The Indenture 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) we 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)
governmental authority to limit, delay or prohibit the
making of payments in foreign currency, currency units or
composite currencies, outside the United States.
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 Company's Current
Report on Form 8-K dated the date hereof. 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