EXHIBIT 5
[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP]
December 6, 2000
International Flavors & Fragrances Inc.
521 West 57th Street
New York, New York 10019
Re: International Flavors & Fragrances Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to International Flavors &
Fragrances Inc., a New York corporation (the "Company"), in connection with
the registration of 4,500,000 shares (the "Shares") of the Company's common
stock, par value $0.12 1/2 per share ("Common Stock"), issuable pursuant to
the 2000 Supplemental Stock Award Plan of the Company (the "Plan"). The
Plan provides, among other things, for the issuance of Shares subject to
restrictions ("Restricted Stock") and upon the exercise of stock options
("Options").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Company's Registration Statement on Form S-8 as filed with the Securities
and Exchange Commission (the "Commission") on the date hereof under the Act
(the "Registration Statement"); (ii) a specimen certificate representing
the Common Stock; (iii) the Restated Certificate of Incorporation of the
Company, as presently in effect; (iv) the By-laws of the Company, as
presently in effect; (v) the Plan; and (vi) certain resolutions of the
Board of Directors of the Company relating to the Plan and related matters
(the "Resolutions"). We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company
and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be
executed by parties other than the Company, we have assumed that such
parties had or will have the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and execution
and delivery by such parties of such documents and the validity and binding
effect of such documents on such parties. As to any facts material to the
opinions expressed herein that we have not independently established or
verified, we have relied upon statements and representations of officers
and other representatives of the Company and others. With your consent we
have assumed that the certificates representing the Shares will be manually
signed by an authorized officer of the transfer agent and registrar for the
Common Stock and registered by such transfer agent and registrar and will
conform to the specimen thereof examined by us. With your consent we have
also assumed that each award agreement setting forth the terms of each
grant of options or other awards under the Plan will be consistent with the
Plan, and will be duly authorized and validly executed and delivered by the
parties thereto pursuant to authority granted by the Stock Option and
Compensation Committee of the Board of Directors of the Company, and that
the consideration received by the Company for the Common Stock delivered
pursuant to the Plan will be in an amount at least equal to the par value
of such Common Stock.
Members of our firm are admitted to the bar in the State of New
York, and we do not express any opinion as to the laws of any other
jurisdiction.
Based upon the foregoing, we are of the opinion that, with
respect to the Plan, the Shares have been duly authorized for issuance by
the Company and, when such Shares are issued as Restricted Stock or upon
exercise of Options granted, under the terms and conditions of the Plan and
as set forth in the Resolutions, such Shares will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5 to the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules
and regulations of the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom LLP
