EXHIBIT 5
August 11, 2000
Eastman Kodak Company
343 State Street
Rochester, NY 14650
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Eastman Kodak Company, a New
Jersey Corporation ("Kodak").
With respect to the Registration Statement on Form S-8 (the "Registration
Statement") filed today by Kodak with the Securities and Exchange Commission for
the purpose of registering under the Securities Act of 1933, as amended,
8,000,000 shares of common stock, $2.50 par value, of Kodak (the "Shares") to be
acquired under the Eastman Kodak Employees' Savings and Investment Plan (the
"Plan"), I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such corporate records, certificates, and other documents
and instruments, and such questions of law, as I have considered necessary or
desirable for the purpose of this opinion.
Based on the foregoing, I am of the opinion that the Shares will, when the
Registration Statement has become effective and the Shares have been issued and
delivered as contemplated in the Plan, be legally issued, fully paid, and
non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/Gary P. Van Graafeiland
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Gary P. Van Graafeiland
Senior Vice President
and General Counsel
