EXHIBIT 5
August 11, 2000
Eastman Kodak Company
343 State Street
Rochester, New York 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,
22,000,000 shares of common stock, $2.50 par value, of Kodak (the "Shares") to
be granted to participants under, or issued upon the exercise of options and
stock appreciation rights, or issued in connection with other awards granted
under the 2000 Omnibus Long-Term Compensation 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
-------------------------
Gary P. Van Graafeiland
Senior Vice President
and General Counsel
