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EXHIBIT 5
[LETTERHEAD OF BROUSE McDOWELL]
July 21, 2000
American Greetings Corporation
One American Road
Cleveland, Ohio 44144
Gentlemen:
We are acting as counsel to American Greetings Corporation (the "Company") in
connection with the issuance and sale by the Company of up to 5,000,000 Class A
Common Shares and up to 500,000 Class B Common Shares of the Company (the
"Shares") pursuant to the American Greetings Corporation 1997 Equity and
Performance Incentive Plan (as amended June 24, 2000) (the "Plan").
We have examined such documents, records and matters of law as we have deemed
necessary for purposes of this opinion, and based thereon we are of the opinion
that the Shares which may be issued and sold pursuant to the Plan have been duly
authorized and, when issued and sold in accordance with the provisions of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement on Form S-8 being filed today by the Company with the Securities and
Exchange Commission to effect registration of the Shares under the Securities
Act of 1933.
Very truly yours,
/s/ Brouse McDowell
Brouse McDowell, A Legal Professional Association
