EXHIBIT 5
January 5, 2001
Lexmark International, Inc.
One Lexmark Centre Drive
Lexington, Kentucky 40550
LEXMARK INTERNATIONAL, INC.
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
I have acted as counsel to Lexmark International, Inc. (the "Company"), a
Delaware corporation, in connection with a Registration Statement on Form S-8
(the "Registration Statement") filed by the Company with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Act"), relating to 1,600,000 shares of the Company's Class A
Common Stock, par value $.01 per share, ("Shares") authorized for issuance under
the Company's Broad-Based Employee Stock Incentive Plan (the "Plan").
In so acting, I have examined and relied upon the originals, or copies certified
or otherwise identified to my satisfaction, of such records, documents,
certificates and other instruments as in my judgment are necessary or
appropriate to enable me to render the opinion expressed below.
I am of the opinion that the Shares have been duly authorized and will be
validly issued, fully paid and non-assessable by the Company when issued to the
purchasers thereof against payment therefor in accordance with the terms of the
Plan.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, I do not thereby concede that I am within the
category of person whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/Vincent J. Cole
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Vincent J. Cole
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