EXHIBIT 5
November 27, 2000
International Flavors & Fragrances Inc.
521 West 57th Street
New York, New York 10019
Re: IFF Global Employee Stock Purchase Plan
Gentlemen:
I am Senior Vice-President, General Counsel and Secretary of International
Flavors & Fragrances Inc. (the "Company") and have represented the Company in
connection with the IFF Global Employee Stock Purchase Plan (the "Plan"). I have
reviewed the Registration Statement on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "Act"), relating to the
registration of an aggregate of 5,000,000 shares of the Company's common stock,
par value $.12 1/2 per share ("Common Stock"), to be issued by the Company
pursuant to the Plan. I have reviewed the Registration Statement, the charter
and by-laws of the Company, corporate proceedings of the Board of Directors
relating to the issuance of shares of Common Stock, and such other documents,
corporate records and matters of law as I have deemed necessary for purposes of
this opinion letter, and based thereupon I am of the opinion that the shares of
Common Stock that may be issued pursuant to the Plan will be, when issued and
paid for in accordance with the Plan, duly authorized, validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement to effect the registration of the Common Stock under the
Act and to the reference to me under the caption "Interests of Named Experts and
Counsel" therein.
Very truly yours,
INTERNATIONAL FLAVORS & FRAGRANCES
INC.
/s/ STEPHEN A. BLOCK
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Stephen A. Block
Senior Vice-President, General
Counsel and Secretary
