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Exhibit 5
June 20, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
This opinion is furnished in connection with the registration by Alcoa Inc. (the
"Company") pursuant to a Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "1933 Act"), of an
aggregate of 2,609,766 shares of common stock, $1.00 par value, of the Company
(the "Shares"), which may be issued by the Company through the following plan:
the Howmet International Inc. Amended and Restated 1997 Stock Awards Plan (the
"Plan").
As Counsel of the Company, I am of the opinion, based upon my familiarity with
the affairs of the Company and upon my examination of the law and pertinent
documents, that the Shares, when issued and sold pursuant to the Plan, will be
legally issued, fully paid and non-assessable shares of common stock of the
Company.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an Exhibit to the Registration Statement with
respect to the Shares under the 1933 Act. In giving this consent, I do not
admit that I am in the category of persons whose consent is required under
Section 7 of the 1933 Act or the Rules and Regulations of the Commission issued
thereunder.
Very truly yours,
/s/ Thomas F. Seligson
Thomas F. Seligson
Counsel
