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EXHIBIT 5.1
SNOW BECKER KRAUSS P.C.
605 THIRD AVENUE
NEW YORK, NY 10158
August 14, 2000
Paxar Corporation
105 Corporate Park Drive
White Plains, NY 10604
Re: Amendment No. 1 to Registration Statement on Form S-8 Relating to
1,000,000 Shares of Common Stock, Par Value $.10 Per Share, of
Paxar Corporation Issuable Under the 1994 Paxar Corporation
Employee Stock Purchase Plan, As Amended.
Gentlemen:
We are counsel to Paxar Corporation, a New York corporation (the
"Company"), in connection with the filing by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), of an Amendment No. 1 to the registration statement on Form
S-8 (the "Registration Statement") relating to 1,000,000 shares (the "Shares")
of the Company's common stock, par value $.10 per share (the "Common Stock"),
issuable upon the exercise of interests granted pursuant to the Company's 1994
Paxar Corporation Employee Stock Purchase Plan, As Amended (the "Plan").
We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of the Certificate of Incorporation
and By-Laws of the Company, as each is currently in effect, the Registration
Statement, the Plan, resolutions of the Board of Directors of the Company
relating to the adoption of and amendments to the Plan and the proposed
registration and issuance of the Shares and such other corporate documents and
records and other certificates, and we have made such investigations of law as
we have deemed necessary or appropriate in order to render the opinions
hereinafter set forth.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinions expressed herein which were not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that the
Shares to be issued upon exercise of any options duly granted pursuant to the
terms of the Plan have been duly and validly authorized and, when the Shares
have been paid for in accordance with the terms of the Plan and certificates
therefore have been duly executed and delivered, such Shares will be duly and
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference in the Registration Statement to
this firm under the heading "Interests of Named Experts and Counsel." In giving
this consent, we do not hereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Jack Becker, a member of this firm and a director of the Company,
beneficially owns, directly and indirectly, an aggregate of 201,218 shares of
Common Stock, and certain other members of Snow Becker Krauss P.C. also
beneficially own shares of Common Stock.
Very truly yours,
/s/ Snow Becker Krauss P.C.
SNOW BECKER KRAUSS P.C.
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