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EXHIBIT 5
December 15, 2000
Kimberly-Clark Corporation
P.O. Box 619100
Dallas, Texas 75261-9100
Re: Registration Statement on Form S-8
(Kimberly-Clark Corporation Outside Directors' Stock Option Plan)
Gentlemen:
I am Senior Vice President - Law and Government Affairs of Kimberly-Clark
Corporation, a Delaware corporation (the "Corporation"), and I have acted as
counsel to the Corporation in connection with the preparation and filing with
the Securities and Exchange Commission of the Registration Statement on Form S-8
(the "Registration Statement") relating to the registration under the Securities
Act of 1933, as amended, of shares of the Corporation's common stock, $1.25 par
value (the "Shares"), to be offered under the Corporation's Outside Directors'
Stock Option Plan (the "Plan").
I have examined the Plan and such corporate and other documents and records, and
certificates of public officials and officers of the Corporation, as I have
deemed necessary for purposes of this opinion. In stating my opinion I have
assumed the genuineness of all signatures of, and the authority of, persons
signing any documents or records on behalf of parties other than the Plan and
the Corporation, the authenticity of all documents submitted to me as originals
and the conformity to authentic original documents of all documents submitted to
me as certified or photostatic copies.
Based on the foregoing, I am of the opinion that:
1. The Corporation is a corporation duly incorporated and validly existing
under the laws of the State of Delaware.
2. The Shares, when acquired in accordance with the terms and conditions of the
Plan, will be legally issued, fully paid and nonassessable and no personal
liability will attach to the ownership thereof, except with respect to
nonassessability as provided in Section 180.0622(2)(b) of the Wisconsin
Business Corporation Law.
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December 15, 2000
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I hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In addition, I hereby consent to the use of this opinion in the
related Section 10(a) Prospectus.
Very truly yours,
O. George Everbach
Senior Vice President -
Law and Government Affairs
