Exhibit 5
McDermott, Will & Emery
227 W. Monroe Street
Chicago, Illinois 60606-5096
July 7, 2000
Office Depot, Inc.
2200 Old Germantown Road
Delray Beach, Florida 33445
Ladies and Gentlemen:
We have acted as counsel for Office Depot, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the "Registration Statement") for the registration under the Securities Act
of 1933, as amended, of an aggregate of 18,000,000 additional shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), of which 16,000
,000 additional shares may be issued pursuant to the Office Depot, Inc.
Long-Term Equity Incentive Plan (the "Incentive Plan") and 2,000,000 additional
shares may be issued pursuant to the Office Depot, Inc. Employee Stock Purchase
Plan (the "ESPP").
We have examined or considered:
1. A copy of the Company's Restated Certificate of Incorporation,
as amended;
2. A copy of the By-Laws of the Company, as currently in effect;
3. Copies of resolutions duly adopted by the Board of Directors
of the Company relating to the additional shares of Common
Stock which may be issued pursuant to the Incentive Plan and
the ESPP, respectively; and
4. A copy of the Incentive Plan and the ESPP.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.
We are of the opinion that the Common Stock, when issued pursuant to
and in accordance with the terms of the Incentive Plan or the ESPP, as the case
may be, and against payment of the purchase price therefor as provided for in
the respective plans, will be legally issued, fully paid and nonassessable.
We hereby consent to the reference to our firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Yours very truly,
/s/ McDermott, Will & Emery
SNG:ct
