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: October 25, 1996
(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.)
2500 Windy Ridge Parkway, Atlanta, Georgia 30339
(Address of principal executive offices, including zip code)
(770) 989-3000
(Registrant's telephone number, including area code)
PAGE 1 OF 6
EXHIBIT INDEX PAGE 4
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.01 Opinion of Lowry F. Kline.
99.02 Consent of Lowry F. Kline
(included in Exhibit 99.01).
2
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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: October 25, 1996
3
<PAGE>
EXHIBIT INDEX
PAGE
99.01 Opinion of Lowry F. Kline. 5
99.02 Consent of Lowry F. Kline
(included in Exhibit 99.01).
4
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EXHIBIT 99.01
October 25, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Coca-Cola Enterprises Inc.;
Registration Statement on Form S-3
(Registration No. 33-62757)
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 October 25, 2011
in the aggregate principal amount of $25,000,000 (the "Notes") and
the filing by the Company of a Registration Statement on Form S-3
(Registration No. 33-62757) (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 The Chase
Manhattan Bank, formerly known as 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.
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.
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Securities and Exchange Commission
Page 2
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,
/S/ LOWRY F. KLINE
