Exhibit 5
WEIL, GOTSHAL & MANGES LLP
A LIMITED LIABILITY PARTNERSHIP
INCLUDING PROFESSIONAL CORPORATIONS
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
November 9, 2000
The Estee Lauder Companies Inc.
767 Fifth Avenue
New York, NY 10153
Ladies and Gentlemen:
We have acted as counsel to The Estee Lauder Companies Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing of the Registration Statement on Form S-8 (the "Registration Statement")
filed by the Company with the Securities and Exchange Commission on the date
hereof with respect to 300,000 shares of Class A Common Stock, par value $.01
per share ("Class A Common Stock"), of the Company being registered in
connection with The Estee Lauder Companies Inc. Non-Employee Director Share
Incentive Plan (the "Plan").
In so acting, we have examined originals or copies (certified
or otherwise identified to our satisfaction) of the Registration Statement, the
Plan and such corporate records, agreements, documents and other instruments,
and such certificates or comparable documents of public officials and of
officers and representatives of the Company, and have made such inquiries of
such officers and representatives, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, 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 all questions
of fact material to this opinion that have not been independently established,
we have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that the 300,000 shares of Class A Common
Stock being registered pursuant to the Registration Statement have been duly
authorized and, if and when issued and delivered upon receipt by the Company of
the required consideration in accordance with the Plan, will be validly issued,
fully paid and nonassessable.
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The Estee Lauder Companies Inc.
November 9, 2000
Page 2
We hereby consent to the use of this letter as an exhibit to
the Registration Statement and to any and all references to our firm in the
Prospectus which is a part of the Registration Statement.
Very truly yours,
/s/ Weil, Gotshal & Manges LLP
