EXHIBIT 5
FULTON, ROWE, HART & COON
ATTORNEYS AT LAW
ONE ROCKEFELLER PLAZA - SUITE 301
GEORGE ROWE, JR. ------- OF COUNSEL
JOSEPH T.C. HART JOHN H. WILKINSON
ROBERT M. COON, JR. (212) 586-0700
STEADMAN H. WESTERGAARD
------ FACSIMILE: (212) 245-1863
LAURA NAUS
September 22, 2000
International Flavors & Fragrances Inc.
521 West 57th Street
New York, New York 10019
Dear Sirs:
We have acted as your counsel in connection with the adoption by you of
your 2000 Stock Option Plan for Non-Employee Directors, your 2000 Stock Award
and Incentive Plan and the annual grant of a stock award of 1,000 shares to each
of your non-employee directors (collectively the "Plans"). We have also acted as
your counsel in connection with the preparation of a registration statement on
Form S-3 (the "Registration Statement"), under the Securities Act of 1933, as
amended, covering a maximum of 5,050,000 shares of your Common Stock, par value
$.12-1/2 each, issuable upon the exercise of options granted and to be granted,
and upon the granting of other stock awards, under the Plans.
In that connection, we have examined or are familiar with originals or
copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records and certificates and have examined such laws and
regulations as we have deemed necessary or appropriate for purposes of our
opinion herein set forth.
Based upon the foregoing, we are of the opinion that (i) the shares of your
Common Stock, issuable upon the exercise of options granted and to be granted
under the Plans, when issued upon the exercise of any such option, and (ii) the
shares of Common Stock issuable upon the granting of other stock awards under
the Plans, upon payment of any required consideration therefor pursuant to the
terms and provisions thereof, will be legally issued, fully paid and
non-assessable.
<PAGE>
FULTON, ROWE, HART & COON
International Flavors &
Fragrances Inc. -2- September 22, 2000
We hereby consent to the use of our name appearing on page 7, and under the
heading "Legal Matters" on page 18, of the prospectus forming part of the
Registration Statement and to the filing of this opinion as Exhibit 5 thereto.
Very truly years,
FULTON, ROWE, HART & COON
IFFOPINN
IFFLTS
