<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
December 8, 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 December 5, 1995, Georgia-Pacific Corporation (the "Corporation") entered
into a Terms Agreement (the "Terms Agreement") with Salomon Brothers Inc,
Dillon, Read & Co. Inc., Goldman, Sachs & Co. and Morgan Stanley & Co.
Incorporated 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 3/8% Debentures Due December 1, 2025 (the
"Debentures").
The Debentures were registered pursuant to a Registration Statement on Form
S-3 (File No. 33-60127) (the "Registration Statement"), filed by the Corporation
with the Securities and Exchange Commission (the "Commission") on June 9, 1995,
and made effective on June 20, 1995, covering the offering on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933 of up to
$250,000,000 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 December 5, 1995, and the
Prospectus Supplement, dated December 5, 1995, filed 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, as amended (the ``Indenture''), between the Corporation and
The Bank of New York, as the successor Trustee. 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, and
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, Pro Forma Financial Information
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 December 5, 1995
Exhibit 4.(i) Specimen of the Corporation's 7 3/8%
Debentures Due December 1, 2025
Exhibit 4.(ii) Officers' Certificate dated December 8,
1995, establishing certain terms of the
Debentures
Exhibit 5 Opinion of James F. Kelley, Esq., as to the
validity of the Debentures
Exhibit 23 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: December 8, 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 *
December 5, 1995
Exhibit 4.(i) Specimen of the Corporation's *
7 3/8% Debentures
Due December 1, 2025
Exhibit 4.(ii) Officers' Certificate dated *
December 8, 1995, establishing
certain terms of the Debentures
Exhibit 5 Opinion of James F. Kelley, Esq., *
as to the validity of the
Debentures
Exhibit 23 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
December 5, 1995
Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303 - 5605
Attention: John F. McGovern
Executive 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. 33-60127) (the "Underwriting
Agreement"), the following securities (the "Securities") on the following
terms:
Title: 7 3/8% Debentures Due December 1, 2025.
Principal Amount: $250,000,000.
Interest: 7 3/8% per annum, from December 8, 1995, payable
semiannually in arrears on June 1 and December 1, commencing June 1, 1996, to
holders of record on the preceding May 15 or November 15, as the case may be.
Maturity: December 1, 2025.
Optional Redemption: The Debentures are not redeemable at any time:
Sinking Fund: None.
Delayed Delivery Contracts: None.
Purchase Price: 98.983% of principal amount, plus accrued interest
from December 8, 1995, if any.
<PAGE> 2
Expected Reoffering Price: 99.858% of principal amount, plus accrued
interest from December 8, 1995, if any.
Closing: 9:00 A.M. on December 8, 1995, at the offices of Simpson,
Thacher & Bartlett, 425 Lexington Avenue, New York, New York with payment to
be made in immediately available funds.
Names and Addresses of Underwriters:
Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Morgan Stanley & Co., Incorporated
1221 Avenue of the Americas
New York, New York 10020
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,
<PAGE> 3
but all such respective counterparts shall together constitute one and the
same instrument.
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,
SALOMON BROTHERS INC
By: /s/ Jenny A. Hourihan
------------------------
Title: Vice President
---------------------
DILLON, READ & CO. INC.
By: /s/ A. Peter Foote
------------------------
Title: Sr. V. P.
---------------------
/s/Goldman, Sachs & Co.
----------------------------
(Goldman, Sachs & Co.)
MORGAN STANLEY & CO.
INCORPORATED
By: /s/ William H. White
------------------------
Title: Principal
---------------------
<PAGE> 4
SCHEDULE A
<TABLE>
<CAPTION>
Principal
Underwriter Amount
------------ ---------
<S> <C> <C>
Salomon Brothers Inc $62,500,000
Dillon, Read & Co. Inc. 62,500,000
Goldman, Sachs & Co. 62,500,000
Morgan Stanley & Co. Incorporated 62,500,000
Total . . . . . . . . . . . . . . . . . $250,000,000
============
</TABLE>
<PAGE> 5
To: Salomon Brothers Inc
7 World Trade Center
New York, New York 10048
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Morgan Stanley & Co., Incorporated
1221 Avenue of the Americas
New York, New York 10020
We accept the offer contained in your letter, dated December 5, 1995,
relating to $250,000,000 principal amount of our 7 3/8% Debentures Due December
1, 2025. 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. 33-60127) (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: December 5, 1995 Very truly yours,
GEORGIA-PACIFIC CORPORATION
By: /s/ John F. McGovern
--------------------------
John F. McGovern
Executive Vice President - Finance
and Chief Financial Officer
<PAGE> 1
Exhibit 4.(i)
REGISTERED REGISTERED
NUMBER LOGO) $
R
GEORGIA-PACIFIC CORPORATION
7 3/8% DEBENTURE DUE December 1, 2025
CUSIP 373298 BN7
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 3/8% 7 3/8%
Due DUE
2025 2025
or registered assigns, the principal sum of DOLLARS
on December 1, 2025, and to pay interest thereon from December 8, 1995, or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on June 1 and December 1 of each
year, commencing June 1, 1996, at the rate of 7 3/8% 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 May 15 or November 15, 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
<PAGE> 2
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 it 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.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Date:
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 3/8% DEBENTURE DUE DECEMBER 1, 2025
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 of 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 of
$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
<PAGE> 4
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 exchangeable for a like aggregate
principal amount of Securities of this series of a different authorized
denomination, as requested by the Holder surrendering the same.
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
survivorship and not as tenants Minors Act
----------
in common (State)
</TABLE>
<PAGE> 5
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
/ /
- ---------------------------------------------------------------------------
Please print or typewrite name and address including postal zip 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, as amended (the ``Indenture''), between Georgia-Pacific Corporation
(the "Corporation") and The Bank of New York, as successor Trustee, the
undersigned Executive 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 3/8% Debentures Due December
1, 2025 (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, 1988, January 29, 1992 and May 2, 1995,
and by the Pricing Committee of the Board of Directors at a meeting duly
called and held on December 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 3/8% Debentures Due
December 1, 2025".
(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,
<PAGE> 2
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
December 1, 2025, subject to the provisions of the Indenture
respecting acceleration.
(iv) The Debentures shall bear interest at a rate of 7 3/8% per
annum from December 8, 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 1 and December 1 of each year, commencing
June 1, 1996, to holders of record on May 15 or November 15, 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 8th day
of December, 1995.
By: /s/ John F. McGovern
------------------------
John F. McGovern
Executive Vice President - Finance
and Chief Financial Officer
By: /s/ Danny W. Huff
------------------------
Danny W. Huff
Treasurer
<PAGE> 1
Exhibit 5
(LOGO) GEORGIA-PACIFIC CORPORATION
Law Department 133 Peachtree Street, N.E.
P.O. Box 105605
Atlanta, Georgia 30348-5605
James F. Kelley Telephone (404) 652-5208
Senior Vice President - Law Facsimile (404) 584-1461
December 8, 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 3/8%
Debentures Due December 1, 2025 (the ``Debentures''), issued under the
Indenture, dated as of March 1, 1983, as amended (the `Indenture''), between
Georgia-Pacific and The Bank of New York, as successor Trustee, and covered by a
Registration Statement on Form S-3 (File No. 33-60127) (the "Registration
Statement") filed by Georgia-Pacific with the Securities and Exchange Commission
on June 9, 1995 and declared effective on June 20, 1995.
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:
(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.
<PAGE> 2
(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 December 8, 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
