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EXHIBIT 5
June 23, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
As General Counsel of Solutia Inc., a Delaware Corporation, I am
familiar with the Registration Statement on Form S-8 that Solutia is
filing under the Securities Act of 1933, covering 5,400,000 shares of
Solutia common stock, $0.01 par value per share, authorized for issuance
under the Solutia Inc. 2000 Stock-Based Incentive Plan. The plan was
adopted by Solutia's Board of Directors on February 23, 2000, and was
approved by Solutia's shareholders on April 26, 2000.
I am also familiar with Solutia's certificate of incorporation and its
by-laws as now in effect, and with all corporate and other proceedings
taken by the Board of Directors relative to the authorization of the
plan, including the proposed original issuance of up to 5,400,000 shares
of common stock.
It is my opinion that Solutia is a corporation duly organized and
validly existing under the laws of the State of Delaware; that the plan,
including the authority to issue up to 5,400,000 shares of common stock
thereunder, has been duly authorized by appropriate corporate action of
Solutia; and that the 5,400,000 shares of common stock, when delivered
pursuant to the provisions of the plan, will be validly issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
registration statement and to its use in connection with the
registration statement. In giving this consent, I do not admit that I
come within the category of persons whose consent is required by Section
7 of the Securities Act of 1933.
Very truly yours,
/s/ Karl R. Barnickol
Karl R. Barnickol
General Counsel
Solutia Inc.
