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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 28, 1995
(Date of earliest event reported)
COCA-COLA ENTERPRISES INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-9300 58-0503352
(State of (Commission File No.) (IRS Employer
incorporation) Identification No.)
Coca-Cola Plaza, N.W., Atlanta, Georgia 30313
(Address of principal executive offices, including zip code)
(404) 676-2100
(Registrant's telephone number, including area code)
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Item 7. Exhibits
(c) Exhibits
99.1 Opinion of Lowry F. Kline.
99.2 Consent of Lowry F. Kline (included in Exhibit
99.1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
COCA-COLA ENTERPRISES INC.
(Registrant)
LOWRY F. KLINE
By:___________________________
Name: Lowry F. Kline
Title: General Counsel
Date: November 28, 1995
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COCA-COLA ENTERPRISES INC.
EXHIBIT INDEX
Exhibit No. Page
99.1 Opinion of Lowry F. Kline. 5
99.2 Consent of Lowry F. Kline 5
(included in Exhibit 99.1)
EXHIBIT 99.1
November 28, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Coca-Cola Enterprises Inc.;
Registration Statement on Form S-3
Gentlemen:
I have acted as counsel to Coca-Cola Enterprises Inc. (the "Company")
in connection with the issuance by the Company of Coca-Cola
Enterprises Inc. Medium-Term Notes Due December 1, 2010 in the
aggregate principal amount of $25,000,000 and the filing by the
Company of a Registration Statement on Form S-3 (the "Registration
Statement") with the Securities and Exchange Commission (the
"Commission") relating to the proposed public offering and sale of up
to $1,000,000,000 aggregate principal amount of the Company's senior
debt securities, warrants to purchase Debt Securities and warrants to
receive from the Company the cash value in U.S. dollars of the right
to purchase and to sell such foreign currencies or units of two or
more currencies as shall be designated by the Company at the time of
offering. The Notes will be issued under an Indenture (the
"Indenture") dated as of July 30, 1991, as amended by a First
Supplemental Indenture dated as of January 29, 1992, between the
Company and Chemical Bank (as successor by merger to Manufacturers
Hanover Trust Company), as Trustee.
The opinions set forth below are given to the Commission pursuant to
Item 21 of Form S-3 and Item 601(b)(5) of Regulation S-K. All
capitalized terms not otherwise defined herein have the same meanings
as defined in the Registration Statement.
In rendering the opinions set forth below, I have examined such
agreements, documents, instruments and records as I deemed necessary
or appropriate under the circumstances for me to express such
opinions.
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With regard to the opinions below, insofar as they relate to the
Notes as valid, binding and enforceable obligations of the Company, I
have relied solely upon an opinion letter from Cravath, Swaine &
Moore, New York, New York, appearing as Exhibit 5.2 to the Company's
Registration Statement on Form S-3 (Registration No. 33-62757) with
respect to all matters of New York law related thereto.
The Notes, when duly executed by the Company and authenticated by the
Trustee in accordance with the Indenture and delivered to and paid
for by the purchasers thereof, will be legally issued and will
constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms and entitled to
the benefits of the Indenture, except to the extent that the
enforcement thereof may be limited by (A) bankruptcy, insolvency,
reorganization, moratorium and other laws now or hereafter in effect
relating to creditors' rights generally and (B) general principles of
equity (regardless of whether enforcement is considered in a
proceeding at law or in equity).
I hereby consent to the incorporation of this opinion into the
Registration Statement, and I hereby consent to the reference made to
me under the heading "Legal Matters" set forth in the prospectus
forming a part of the Registration Statement. In giving such
consent, I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the Securities Act of
1933.
Very truly yours,
LOWRY F. KLINE
