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[LETTERHEAD OF SIDLEY & AUSTIN]
EXHIBIT 5
December 6, 2000
Whitman Corporation
3501 Algonquin Road
Rolling Meadows, Illinois 60008
Re: 5,000,000 shares of Common Stock
5,000,000 Preferred Stock Purchase Rights
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Ladies and Gentlemen:
We are counsel to Whitman Corporation, a Delaware corporation (the
"Company"), and have represented the Company with respect to the Registration
Statement on Form S-4 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, as amended (the "Securities Act"), relating to the offer and sale of up to
5,000,000 shares of Common Stock, $.01 par value, of the Company (the
"Registered Common Stock"), together with 5,000,000 Preferred Stock Purchase
Rights of the Company (the "Registered Rights") associated therewith, to be
issued by the Company from time to time in connection with acquisitions of
assets, businesses or securities. The terms of the Rights are set forth in the
Rights Agreement dated as of May 20, 1999, as amended as of August 18, 2000 (the
"Rights Agreement"), between the Company and First Chicago Trust Company of New
York, as Rights Agent.
We are familiar with the proceedings to date with respect to the
proposed issuance of the Registered Common Stock and the Registered Rights,
including the preparation of the Registration Statement. We have also examined
originals, or copies of originals, of such agreements, documents, certificates
and statements of government officials and other instruments, and have examined
such questions of law and have satisfied ourselves as to such matters of fact,
as we have considered relevant and necessary as a basis for this opinion letter.
We have assumed the authenticity of all documents submitted to us as originals,
the genuineness of all signatures, the legal capacity of all natural persons and
the conformity with the original documents of any copies thereof submitted to us
for examination.
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SIDLEY & AUSTIN CHICAGO
Whitman Corporation
December 6, 2000
Page 2
Based on the foregoing, and subject to the qualifications and
limitations hereinafter set forth, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. Each share of the Registered Common Stock will constitute a share
of Common Stock of the Company which has been duly authorized and validly issued
and is fully paid and non-assessable when (i) the Registration Statement shall
have become effective under the Securities Act; (ii) the Company's Board of
Directors or a duly authorized committee thereof shall have duly adopted final
resolutions authorizing the issuance and sale of such share; and (iii) a
certificate representing such share shall have been duly executed, countersigned
and registered and duly delivered upon payment of the agreed consideration
therefor (not less than the par value thereof) determined in accordance with
such final resolutions.
3. The Registered Right associated with each share of Registered
Common Stock referred to in paragraph 2 will be validly issued when (i) such
Registered Right shall have been duly issued in accordance with the terms of the
Rights Agreement and (ii) such associated share shall have been duly issued and
paid for as set forth in paragraph 2.
We do not find it necessary for the purposes of this opinion letter to
cover, and accordingly we express no opinion as to, the application of the
securities or "Blue Sky" laws of the various states to the sale of the
Registered Common Stock and the Registered Rights.
This opinion letter is limited to the Delaware General Corporation Law
and the Securities Act.
We hereby consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement and to all references to our firm in the Registration
Statement or the Prospectus included therein.
Very truly yours,
Sidley & Austin
