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EXHIBIT 5
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[LOGO OF GEORGIA PACIFIC]
Georgia-Pacific Corporation
Law Department
133 Peachtree Street NE (30303-1847)
P.O. Box 105605
Atlanta, Georgia 30348-5605
(404) 652-4839 Telephone
(404) 230-1611 Facsimile
Kenneth F. Khoury
Vice President, Deputy General Counsel and Secretary
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December 7, 2000
To the Board of Directors of
Georgia-Pacific Corporation
Ladies and Gentlemen:
As Vice President, Deputy General Counsel and Secretary of Georgia-Pacific
Corporation, a Georgia corporation (the "Corporation"), I have reviewed the
proceedings of the Corporation in connection with the referenced Registration
Statement on Form S-8 (the "Registration Statement") being filed by the
Corporation with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, and covering 10,347,425 shares of the
Georgia-Pacific Corporation - Georgia-Pacific Group Common Stock, par value $.80
per share ("G-P Group Common Stock") subject to adjustment upon the occurrence
of certain events, that may be issued to eligible employees of Fort James
Corporation, pursuant to the Fort James Corporation 1996 Stock Incentive Plan,
the Fort Howard Corporation Management Equity Participation Agreement, the Fort
Howard Management Equity Plan, the Fort Howard Corporation 1995 Stock Incentive
Plan, the James River Corporation of Virginia 1987 Stock Option Plan, and the
Fort James Corporation Stock Option Plan for Outside Directors (the "Plans").
This Opinion Letter is rendered pursuant to Item 8 of Form S-8 and Item
601(b)(5) of Regulation S-K.
In the capacity described above, I have considered such matters of law and
of fact, including the examination of originals or copies, certified or
otherwise identified to my satisfaction, of such records and documents of the
Corporation, certificates of public officials and such other documents as I have
deemed appropriate as a basis for the opinions hereinafter set forth.
I am of the opinion that the shares of G-P Group Common Stock covered by
the Registration Statement and to be issued pursuant to the Plans, when issued
in accordance with the terms and conditions of the Plans, will be legally and
validly issued, and with respect to such shares will be fully paid and
nonassessable. I hereby consent to the filing of this Opinion Letter as an
Exhibit to the Registration Statement.
This Opinion Letter is provided to you for your benefit and for the benefit
of the Commission, in each case, solely with regard to the Registration
Statement, may be relied upon by you and the Commission only in connection with
the Registration Statement, and may not be relied upon by any other person or
for any other purpose without my prior written consent.
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I am a member of the bar of the States of New York and New Jersey and do
not hold myself out to be an expert on the laws of any other state. In
connection herewith, I express no opinion on the laws of any jurisdiction other
than the laws of the State of New York and the federal laws of the United
States. Insofar as this opinion relates to matters of Georgia law, I have
relied on an opinion of even date addressed to me by an attorney in the Law
Department of the Corporation licensed to practice law in the State of Georgia.
Very truly yours,
/s/ Kenneth F. Khoury
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Kenneth F. Khoury
Vice President, Deputy General Counsel
and Secretary
