EXHIBIT 5.1
June 20, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentleman:
The following opinion is furnished by the undersigned in connection with
the Registration Statement on Form S-8 (the "Registration Statement") being
filed by International Paper Company, a New York corporation (the "Company"),
under the Securities Act of 1933, as amended, relating to the issuance of up to
1,200,000 shares of the Common Stock, par value $1.00 per share of the Company
(the "Shares"), in connection with the Champion International Corporation
Savings Plan #077, Champion International Corporation Savings Plan for Hourly
Employees #158, Champion International Corporation Nonqualified Supplemental
Savings Plan, Executive Retirement Plan for Employees of Weldwood of Canada
Limited and Weldwood of Canada Limited Employee Phantom Share Plan
(collectively, the "Plans").
I have examined originals or copies, certified or otherwise identified to
my satisfaction, or such corporate records and other documents, and have
conducted such other investigations of fact and law, as I have deemed necessary
or advisable for purposes of this opinion.
Upon the basis of the foregoing, I am of the opinion that the Shares have
been duly authorized and, subject to the Registration Statement becoming
effective, when issued in accordance with the terms of the Plans, the Shares
will be legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to me in the Prospectus forming a part of the
Registration Statement.
Very truly yours,
/s/ Barbara L. Smithers
---------------------------
Barbara L. Smithers
11
