EXHIBIT 5
August 11, 2000
Eastman Kodak Company
343 State Street
Rochester, New York 14650
Ladies and Gentlemen:
I am General Counsel and Senior Vice President 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,
8,100,000 additional shares of common stock, $2.50 par value, of Kodak (the
"Shares") to be issued upon the exercise of options and stock appreciation
rights under the Kodak Stock Option 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 when the Registration Statement
has become effective and the Shares have been issued and delivered as
contemplated in the Plan, the Shares will 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
General Counsel and Senior Vice President
