<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 9, 1995
(Date of Report)
---------------------------
GEORGIA-PACIFIC CORPORATION
(Exact Name of Registrant as Specified in its Charter)
GEORGIA
(State of Incorporation)
1-3506
(Commission File Number)
93-0432081
(IRS Employer Identification Number)
133 PEACHTREE STREET, N.E., ATLANTA, GEORGIA 30303
(Address of Principal Executive Offices)
(404) 652-4000
(Registrant's Telephone Number, including area code)
<PAGE> 2
Item 5. Other Events.
On June 5, 1995, Georgia-Pacific Corporation (the "Corporation") entered
into a Terms Agreement (the "Terms Agreement") with Goldman, Sachs & Co.,
Dillon, Read & Co. Inc., Morgan Stanley & Co. Incorporated and Salomon
Brothers Inc as the Underwriters named therein (the "Underwriters"). Pursuant
to the Terms Agreement and the Underwriting Agreement filed as an exhibit to
the Corporation's Registration Statement on Form S-3 (No. 33-43453) (the
"Underwriting Agreement"), the Corporation sold to the Underwriters, and the
Underwriters purchased from the Corporation, upon and subject to the terms and
conditions set forth in the Terms Agreement, $250,000,000 aggregate principal
amount of the Corporation's 7.70% Debentures Due June 15, 2015 (the
"Debentures").
The Debentures were registered pursuant to a Registration Statement on
Form S-3 (File No. 33-65208) (the "Registration Statement"), filed by the
Corporation with the Securities and Exchange Commission (the "Commission") on
June 29, 1993, and made effective on July 23, 1993, covering the offering on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 of up to $500,000,000 aggregate principal amount of the Corporation's
unsubordinated non-convertible unsecured debt securities. Information
concerning the Debentures and related matters is set forth in the Prospectus,
dated June 5, 1995, and the Prospectus Supplement, dated June 5, 1995, with the
Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as
amended.
The Debentures were issued under and in accordance with the Indenture,
dated as of March 1, 1983, between the Corporation and The Chase Manhattan Bank
(National Association) ("Chase") (the "Indenture"), as amended and supplemented
by the First Supplemental Indenture, dated as of July 27, 1988, among the
Corporation, Chase, and Morgan Guaranty Trust Company of New York, as Trustee
(the "First Supplemental Indenture"). The Indenture was filed as Exhibit 4(a)
to the Corporation's Registration Statement on Form S-3 (Registration No.
33-34810), and the First Supplemental Indenture was filed as Exhibit 4.4(ii) to
the Corporation's Annual Report on Form 10-K for the year ended December 31,
1992.
The Underwriting Agreement, Terms Agreement, Specimen Debenture, an
Officers' Certificate establishing certain terms of the Debentures, and an
opinion of counsel as to the Debentures are being filed as Exhibits to this
Report.
<PAGE> 3
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro forma financial information.
None.
(c) Exhibits.
Exhibit 1(i) Underwriting Agreement dated October 22, 1991
(filed as Exhibit 1 to the Corporation's
Registration Statement on Form S-3 (Registration
No. 33-43453) and incorporated herein by this
reference thereto)
Exhibit 1(ii) Terms Agreement dated June 5, 1995
Exhibit 4(i) Specimen of the Corporation's 7.70% Debentures Due
June 15, 2015
Exhibit 4(ii) Officers' Certificate dated June 9, 1995,
establishing certain terms of the Debentures
Exhibit 5 Opinion of James F. Kelley, Esq., as to the
validity of the Debentures
Exhibit 23(b) The consent of James F. Kelley, Esq., is contained
in his opinion at Exhibit 5 hereto
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: June 9, 1995
GEORGIA-PACIFIC CORPORATION
By /s/ James F. Kelley
-------------------------------------
James F. Kelley
Senior Vice President - Law and
General Counsel
<PAGE> 5
GEORGIA-PACIFIC CORPORATION
Exhibit Index to Form 8-K
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C> <C>
Exhibit 1(i) Underwriting Agreement
dated October 22, 1991
(filed as Exhibit 1 to
the Corporation's
Registration Statement
on Form S-3 (Registration
No. 33-43453) and
incorporated herein by
this reference thereto)
Exhibit 1(ii) Terms Agreement dated *
June 5, 1995
Exhibit 4(i) Specimen of the Corporation's *
7.70% Debentures
Due June 15, 2015
Exhibit 4(ii) Officers' Certificate dated *
June 9, 1995, establishing
certain terms of the Debentures
Exhibit 5 Opinion of James F. Kelley, Esq., *
as to the validity of the
Debentures
Exhibit 23(b) The consent of James F. Kelley, Esq., *
is contained in his opinion at
Exhibit 5 hereto
</TABLE>
* Filed by EDGAR.
<PAGE> 1
Exhibit 1(ii)
GEORGIA-PACIFIC CORPORATION
(the "Corporation")
TERMS AGREEMENT
June 5, 1995
Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303 - 5605
Attention: John F. McGovern
Senior Vice President - Finance
and Chief Financial Officer
Dear Sirs:
We offer to purchase, on and subject to the terms and conditions
of the Underwriting Agreement filed as an exhibit to the Corporation's
registration statement on Form S-3 (No. 33-65208) (the "Underwriting
Agreement"), the following securities (the "Securities") on the following
terms:
Title: 7.70% Debentures Due June 15, 2015.
Principal Amount: $250,000,000.
Interest: 7.70% per annum, from June 9, 1995, payable
semiannually in arrears on June 15 and December 15, commencing December 15,
1995, to holders of record on the preceding June 1 or December 1, as the case
may be.
Maturity: June 15, 2015.
Optional Redemption: None.
Sinking Fund: None.
Delayed Delivery Contracts: None.
Purchase Price: 98.447% of principal amount, plus accrued
interest from June 9, 1995, if any.
Expected Reoffering Price: 99.322% of principal amount, plus
accrued interest from June 9, 1995, if any.
<PAGE> 2
Closing: 9:00 A.M. on June 9, 1995, at the offices of Sullivan
& Cromwell, 250 Park Avenue, New York, New York with payment to be made in
immediately available funds.
Names and Addresses of Underwriters:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
The respective principal amounts of the Securities to be
purchased by each of the Underwriters are set forth opposite their names in
Schedule A hereto.
The provisions of the Underwriting Agreement are incorporated
herein by reference.
The legal opinion referred to in Section 5(f) of the
Underwriting Agreement and Schedule III thereto shall be delivered by James F.
Kelley, Senior Vice President - Law of the Corporation.
The specified percentage of the principal amount of the
Securities for the purposes of Section 10 of the Underwriting Agreement shall
be 10%.
The Securities will be made available for checking and packaging
at the office of The Bank of New York at least 24 hours prior to the Closing
Date.
This Terms Agreement, including your acceptance hereof, may be
executed by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
<PAGE> 3
Please signify your acceptance of our offer by signing the
enclosed response to us in the space provided and returning it to us.
Very truly yours,
/s/ Goldman, Sachs & Co.
(Goldman, Sachs & Co.)
DILLON, READ & CO. INC.
By: /s/ A. Peter Foote
---------------------------
Title: Senior Vice President
------------------------
MORGAN STANLEY & CO.
INCORPORATED
By: /s/ Patrick J. McDonough
---------------------------
Title: Principal
------------------------
SALOMON BROTHERS INC
By: /s/ Jenny A. Hourihan
---------------------------
Title: Vice President
------------------------
<PAGE> 4
SCHEDULE A
<TABLE>
<CAPTION>
Principal
Underwriter Amount
----------- ---------
<S> <C> <C>
Goldman, Sachs & Co. $ 62,500,000
Dillon, Read & Co. Inc. 62,500,000
Morgan Stanley & Co. Incorporated 62,500,000
Salomon Brothers Inc 62,500,000
------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . $250,000,000
============
</TABLE>
<PAGE> 5
To: Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
We accept the offer contained in your letter, dated June 5,
1995, relating to $250,000,000 principal amount of our 7.70% Debentures Due
June 15, 2015. We also confirm that, to the best of our knowledge after
reasonable investigation, the representations and warranties of the undersigned
in the Underwriting Agreement filed as an exhibit to the undersigned's
registration statement on Form S-3 (No. 33-65208) (the "Underwriting
Agreement") are true and correct and no stop order suspending the effectiveness
of the Registration Statement (as defined in the Underwriting Agreement) or any
part thereof has been issued and no proceedings for that purpose have been
instituted or, to the knowledge of the undersigned, are contemplated by the
Securities and Exchange Commission.
Dated: June 5, 1995 Very truly yours,
GEORGIA-PACIFIC CORPORATION
By: /s/ John F. McGovern
--------------------
John F. McGovern
Senior Vice President - Finance
and Chief Financial Officer
<PAGE> 1
Exhibit 4(i)
REGISTERED REGISTERED
NUMBER (LOGO) $
R
GEORGIA-PACIFIC CORPORATION
7.70% DEBENTURE DUE JUNE 15, 2015
CUSIP 373298 BM 9
SEE REVERSE FOR CERTAIN DEFINITIONS
GEORGIA-PACIFIC CORPORATION, a Georgia corporation (hereinafter referred to as
the "Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
7.70% 7.70%
Due Due
2015 2015
or registered assigns, the principal sum of DOLLARS
on June 15, 2015, and to pay interest thereon from June 9, 1995, or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually in arrears on December 15 and June 15 of each
year, commencing December 15, 1995, at the rate of 7.70% per annum, until the
principal hereof is paid or made available for payment. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in the Indenture hereinafter referred to, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the December 1 or June 1, as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
the business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and any such interest on
this Security will be made at the office or agency of the Company maintained
for that purpose in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts; provided, however, that
at the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
<PAGE> 2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
GEORGIA-PACIFIC CORPORATION
By
TRUSTEE'S CERTIFICATE OF AUTHENTICATION A. D. Correll
This is one of the Securities of the
series designated therein referred
to in the within-mentioned Indenture. Chairman
THE BANK OF NEW YORK
By as Trustee Attest: Kenneth F. Khoury
(SEAL) Secretary
Authorized Signature
<PAGE> 3
GEORGIA-PACIFIC CORPORATION
7.70% DEBENTURE DUE JUNE 15, 2015
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of March 1, 1983, between the Company and
The Chase Manhattan Bank (National Association)("Chase"), as amended and
supplemented by a First Supplemental Indenture dated as July 27, 1988 (such
Indenture as so amended and supplemented, the "Indenture"), among the Company,
Chase and Morgan Guaranty Trust Company of New York, as Trustee (The Bank of
New York, as successor trustee under the Indenture, along with any other
successor trustee under the Indenture with respect to the series of Securities
of which this Security is a part, is herein called the "Trustee"), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof, limited in aggregate principal amount to $250,000,000.
The Securities of this series are not redeemable prior to maturity and
will not be entitled to any sinking fund.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of 66 2/3% in principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the Securities of such series, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities
of this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
<PAGE> 4
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
-------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C>
TEN COM -- as tenants in common UNIF GIFT MIN ACT - ______Custodian ______
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ___________________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
-------------------
FOR VALUE RECEIVED the undersigned hereby sell(s),
assign(s) and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/ /
<PAGE> 5
Please print or typewrite name and address including postal zip code of assignee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the within Debenture and all rights thereunder, hereby irrevocably constituting
and appointing attorney
----------------------------------------------------------
to transfer said Debenture on the books of the Company, with full power of
substitution in the premises
Dated:
--------------------
-------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the within instrument, in every particular, without
alteration or enlargement or any change whatever.
<PAGE> 1
Exhibit 4(ii)
GEORGIA-PACIFIC CORPORATION
Officers' Certificate
Pursuant to Sections 102 and 301 of the Indenture dated as of
March 1, 1983, between Georgia-Pacific Corporation (the "Corporation") and The
Chase Manhattan Bank (National Association) ("Chase"), as supplemented by the
First Supplemental Indenture, dated as of July 27, 1988 (collectively, the
"Indenture"), among the Corporation, Chase and Morgan Guaranty Trust Company of
New York (whom The Bank of New York has succeeded as Trustee), the undersigned
Senior Vice President - Finance and Chief Financial Officer and the Treasurer
of the Corporation each hereby certifies as follows:
(1) He has read all provisions in the Indenture relating to
conditions precedent to the authentication and delivery of $250,000,000
aggregate principal amount of the Corporation's 7.70% Debentures Due June 15,
2015 (the "Debentures") and the definitions in the Indenture relating thereto
and has made such investigation as he considered necessary in connection with
the delivery hereof.
(2) In his opinion, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as
to whether or not provisions in the Indenture relating to conditions precedent
to the authentication and delivery of the Debentures under the Indenture have
been complied with.
(3) In his opinion, such provisions have been complied with.
(4) Pursuant to resolutions adopted by the Board of
Directors of the Corporation (or the Executive Committee thereof) at meetings
duly called and held on February 24, 1983, July 25, 1986, July 25, 1988,
January 29, 1992, January 27, 1993 and May 4, 1993, and by the Pricing
Committee of the Board of Directors at a meeting duly called and held on June
5, 1995, the terms of the Debentures to be issued under the Indenture shall be
as follows:
(i) The title of the Debentures is "7.70%
Debentures Due June 15, 2015".
<PAGE> 2
(ii) The Debentures are to be issued in, and limited
to, an aggregate principal amount of $250,000,000 (except for
Debentures authenticated and delivered upon registration of,
transfer of, or in exchange for, or in lieu of, other Debentures
pursuant to the terms of the Indenture).
(iii) The unpaid principal of the Debentures is
payable on June 15, 2015, subject to the provisions of the
Indenture respecting acceleration.
(iv) The Debentures shall bear interest at a rate of
7.70% per annum from June 9, 1995 or from the most recent
Interest Payment Date to which interest has been paid or provided
for, payable semi-annually in arrears on June 15 and December 15
of each year, commencing December 15, 1995, to holders of record
on the preceding June 1 or December 1, as the case may be, next
preceding such Interest Payment Date.
(v) Principal (and premium, if any) and interest on
the Debentures are payable at the Corporate Trust Office of the
Trustee in the Borough of Manhattan, City of New York, provided,
however, that at the option of the Corporation such payment may
be made by check mailed to the Person entitled thereto as
provided in the Indenture.
(vi) The Debentures may not be redeemed prior to
maturity and will not be entitled to the benefit of any sinking
fund.
Capitalized terms not otherwise defined herein have the meanings
specified in the Indenture.
IN WITNESS WHEREOF, we have hereunto signed our names the 9th day
of June, 1995.
By: /s/ John F. McGovern
--------------------
John F. McGovern
Senior Vice President - Finance
and Chief Financial Officer
By: /s/ Danny W. Huff
-----------------
Danny W. Huff
Treasurer
<PAGE> 1
Exhibit 5
(LOGO) GEORGIA-PACIFIC CORPORATION
133 Peachtree Street, N.E.
P.O. Box 105605
Atlanta, Georgia 30348-5605
Telephone (404) 652-4000
June 9, 1995
To the Board of Directors of
Georgia-Pacific Corporation
Dear Sirs and Mesdames:
As Senior Vice President - Law of Georgia-Pacific Corporation, a Georgia
corporation ("Georgia-Pacific"), I have supervised the corporate proceedings in
connection with the authorization of the issuance of $250,000,000 aggregate
principal amount of Georgia-Pacific's 7.70% Debentures Due June 15, 2015 (the
"Debentures"), issued under the Indenture, dated as of March 1, 1983, between
Georgia-Pacific and The Chase Manhattan Bank (National Association) ("Chase"),
as amended and supplemented by the First Supplemental Indenture dated July 27,
1988 (the Indenture, as so amended and supplemented, the "Indenture") among
Georgia-Pacific, Chase and Morgan Guaranty Trust Company of New York (which The
Bank of New York has succeeded as Trustee), and covered by a Registration
Statement on Form S-3 (File No. 33-65208) (the "Registration Statement") filed
by Georgia-Pacific with the Securities and Exchange Commission on June 29, 1993
and declared effective on July 23, 1993.
I am familiar with the corporate proceedings of Georgia-Pacific with respect to
the issuance and sale of the Debentures, and I have reviewed, or caused to be
reviewed, the Registration Statement. In addition I have examined, or caused
to be examined, and have relied upon the originals, or copies identified to my
satisfaction, of such corporate records of Georgia-Pacific, certificates of
public officials and officers of Georgia-Pacific, and such other agreements,
instruments and documents as I have deemed necessary as a basis for the
opinions hereinafter set forth.
Based upon the foregoing and upon such other factors as I deem relevant, I am
of the opinion that:
<PAGE> 2
(1) Georgia-Pacific is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of
Georgia with full power to execute the Indenture and to issue the
Debentures.
(2) the Indenture has been duly authorized, executed and
delivered by Georgia-Pacific, and constitutes a valid and legally
binding instrument enforceable against Georgia-Pacific in accordance
with its terms, except to the extent enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles, regardless of whether such enforceability is considered in
a proceeding in equity or at law.
(3) the Debentures have been duly issued, authenticated and
delivered pursuant to the Indenture and constitute valid and legally
binding obligations of Georgia-Pacific enforceable against
Georgia-Pacific in accordance with their terms, except to the extent
enforceability may be limited by bankruptcy, insolvency, moratorium or
other similar laws affecting the enforcement of creditors' rights
generally or by general equitable principles, regardless of whether
such enforceability is considered in a proceeding in equity or at
law, and are entitled to the benefits provided by the Indenture.
I hereby consent to the use of this opinion as an exhibit to Georgia-Pacific's
Current Report on Form 8-K, dated June 9, 1995, and its incorporation by
reference in the Registration Statement and such other registration statements
as may incorporate such report on Form 8-K by reference.
I am a member of the Bar of the State of New York and do not hold myself out to
be an expert on the laws of any other state. I express no opinion on the laws
of any jurisdiction other than the laws of the State of New York and Georgia
and the federal law of the United States. Insofar as this opinion relates to
matters of Georgia law, I have relied on the opinion of even date addressed to
me by an attorney in the Law Department of Georgia-Pacific licensed to practice
law in the State of Georgia. I consent to the use of this opinion as an
exhibit to the Registration Statement and to the use of my name under the
heading "Validity of Securities" in the related prospectus.
Very truly yours,
/s/ James F. Kelley
-------------------
James F. Kelley
Senior Vice President - Law
and General Counsel
