EXHIBIT 5
August 11, 2000
General Binding Corporation
One GBC Plaza
Northbrook, Illinois 60062
Ladies and Gentlemen:
I am General Counsel of General Binding Corporation, a Delaware corporation
(the "Company") and as such have acted as counsel to you in connection with the
Registration Statement on Form S-8 under the Securities Act of 1933, as amended,
to be filed with the Securities and Exchange Commission which covers 75,000
shares of Common Stock, $.125 par value, of the Company (the "Shares") offered
upon exercise of options under the Company's Stock Option Agreement with James
A. Miller (the "Agreement").
I have examined the Registration Statement and such documents and records
of the Company and other documents as I have deemed necessary for the purpose of
this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and legally existing under
the laws of the State of Delaware.
2. The Company has taken all action necessary to authorize (i) the
Agreement, (ii) the granting of options pursuant to the Agreement, and (iii) the
issuance of the Shares in accordance with the Agreement and upon the exercise of
options granted pursuant to them.
3. The Shares that will be issued in accordance with the Agreement and
upon the exercise of options granted pursuant to the Agreement, upon such
issuance will constitute legally issued, fully paid and non-assessable Shares.
I hereby consent to the filling of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Steve Rubin
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Steve Rubin
Vice President,
Secretary and General Counsel
