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EXHIBIT 5(b)
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
BANK OF AMERICA PLAZA
600 PEACHTREE STREET, N.E. - SUITE 5200
ATLANTA, GEORGIA 30308-2216
www.troutmansanders.com
TELEPHONE: 404-885-3000
FACSIMILE: 404-885-3900
October 20, 2000
Georgia-Pacific Corporation
133 Peachtree Street, N.E.
Atlanta, Georgia 30303
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special Georgia counsel to Georgia-Pacific Corporation, a
Georgia corporation (the "Company"), in connection with that certain
registration statement on Form S-3 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission (the "Commission") on
the date hereof under the Securities Act of 1933, as amended (the "Act"), which
Registration Statement also constitutes a post-effective amendment (the "Post-
Effective Amendment") to another registration statement on Form S-3
(Registration No. 333-80757) of the Company, relating to a variety of securities
of the Company, including, among others (i) shares of Georgia-Pacific
Corporation--Georgia Pacific Group Common Stock, par value $.80 per share
("Georgia-Pacific Group Stock"), (ii) shares of Georgia-Pacific Corporation--
Timber Group Common Stock, par value $.80 per share ("Timber Stock", and
collectively with the Georgia-Pacific Group Stock, the "Common Stock") and (iii)
shares of preferred stock, without par value (the "Preferred Stock"). The Common
Stock and Preferred Stock may be issued and sold or delivered from time to time
as set forth in the Registration Statement, any amendment thereto, the
prospectus contained therein (the "Prospectus") and supplements to the
Prospectus (the "Prospectus Supplements") and pursuant to Rule 415 under the Act
for an aggregate initial offering price not to exceed $3,000,000,000 (or the
equivalent thereof in one or more foreign currencies or composite currencies).
As counsel for the Company, we have examined the Registration Statement, a
form of the Georgia-Pacific Group Stock share certificate and a form of the
Timber Stock share certificate, which have been filed with the Commission as
exhibits to the Registration Statement, and certain books and records of the
Company, and have made such other investigations as we have deemed necessary.
In such examinations we have assumed the genuineness of all signatures on all
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Georgia-Pacific Corporation
October 20, 2000
Page 2
original documents, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all copies submitted to
us, the authenticity of the originals of documents submitted to us as copies,
and the due execution and delivery of all documents where due execution and
delivery are prerequisite to the effectiveness thereof.
As to questions of fact material to this opinion, we have relied solely
upon certificates and statements of officers of the Company and certain public
officials. We have assumed and relied upon the accuracy and completeness of
such certificates and statements, the factual matters set forth therein, and the
genuineness of all signatures thereon, and nothing has come to our attention
leading us to question the accuracy of the matters set forth therein. We have
made no independent investigation with regard thereto and, accordingly, we do
not express any view or belief as to matters that might have been disclosed by
independent verification.
Based upon and subject to the assumptions, qualifications and limitations
set forth herein, we are of the opinion that:
1. The Company has been duly incorporated and is validly existing as a
corporation under the laws of the State of Georgia. The foregoing
statement is based solely on a certificate provided by the Georgia
Secretary of State dated October 20, 2000 and is limited to the meaning
ascribed to such certificate by the Georgia Secretary of State.
2. When the shares of Common Stock are issued and delivered and payment
in full therefor is received in accordance with the applicable definitive
underwriting agreement, such shares of Common Stock will be validly issued,
fully paid and nonassessable.
3. When the shares of Preferred Stock are issued and delivered and payment
in full therefor is received in accordance with the applicable definitive
underwriting agreement, such shares of Preferred Stock will be validly
issued, fully paid and nonassessable.
In connection with the opinions expressed above, we have assumed that, at
or prior to the time of the delivery of any shares of the Common Stock or the
Preferred Stock, (i) the Board of Directors of the Company or any appropriate
committee thereof shall have approved the applicable definitive underwriting
agreement and duly authorized the issuance and sale of such shares, and such
authorization shall not have been modified or rescinded; (ii) certificates
representing such shares shall have been executed, countersigned and registered
in accordance with the articles of incorporation and bylaws of the Company and
applicable resolutions of the Board of Directors of the Company or any committee
thereof; (iii) there shall not have occurred any change in law affecting the
validity of such shares or any change in the applicable provisions of the
articles of
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Georgia-Pacific Corporation
October 20, 2000
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incorporation or bylaws of the Company; and (iv) in the case of the Preferred
Stock, the Board of Directors of the Company shall have duly established the
terms of such shares, appropriate amendments to the Company's articles of
incorporation designating the class or series of shares shall have been filed
with the Secretary of State of the State of Georgia, and the certificates
representing such shares shall be in the form prescribed by applicable law and
the articles of incorporation and bylaws of the Company. We have further assumed
that, at the time of issuance of any shares of the Common Stock or the Preferred
Stock, the Company shall have sufficient authorized and unissued shares of the
relevant class or series available to be issued.
We are admitted to practice law in the State of Georgia only and do not
hold ourselves out as being experts on the law of any other jurisdiction. In
expressing the opinions set forth above, we are not passing on the laws of any
jurisdiction other than the laws of the State of Georgia.
This opinion is limited to the matters expressly opined on herein, and no
opinion may be implied or inferred beyond those expressly stated. This opinion
is rendered as of the date hereof, and we make no undertaking and expressly
disclaim any duty to supplement or update such opinion, if, after the date
hereof, facts or circumstances come to our attention or changes in the law occur
which could affect such opinion. This opinion is being furnished to you solely
for your benefit in connection with the transactions contemplated by the
Registration Statement and, except as expressly set forth below, is not to be
used, circulated, quoted or otherwise referred to for any other purpose without
our prior express written consent and may not be relied upon by any other person
without our express written consent.
We hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and the Post-Effective Amendment and to the use of our
name under the caption "Legal Matters" in the Prospectus included in the
Registration Statement.
Very truly yours,
/s/ TROUTMAN SANDERS LLP
