EXHIBIT (5)
OPINION OF SANDRA T. LANE, ESQ.
November 10, 2000
The Procter & Gamble Company
One Procter & Gamble Plaza
Cincinnati, Ohio 45202
Gentlemen/Mesdames:
This opinion is rendered for use in connection with the Registration Statement
on Form S-3, covering 100,000 shares of the Company's issued and outstanding
Common Stock, without par value (The "Shares), to be offered as set forth in the
Registration Statement The Procter & Gamble U.K. Share Investment Scheme.
As counsel for the Company, I have examined and am familiar with originals or
copies, certified or otherwise, identified to my satisfaction, of such statutes,
documents, corporate records, certificates of public officials and other
instruments as I have deemed necessary for the purpose of this opinion,
including the Amended Articles of Incorporation, Regulations and By Laws of the
Company, The Procter & Gamble U.K. Share Investment Scheme, the record of the
proceedings of the shareholders and Directors of the Company and such other
instruments which I consider pertinent.
Upon the basis of the foregoing, I am of the opinion that:
When issued, delivered, and paid for in accordance with this Registration
Statement and The Procter & Gamble U.K. Share Investment Scheme and after
this Registration Statement shall have been declared effective by order of
the Securities and Exchange Commission, the Shares will be validly and
legally issued and will be fully paid and non-assessable.
I express no opinion as to the laws of any jurisdiction other than the laws of
the State of Ohio.
The opinion set forth herein is expressed solely for the benefit of the
addressee hereof and may not be relied upon by any other person or entity
without my prior written consent.
I hereby consent to the filing of this opinion as Exhibit (5) to the
Registration Statement and to the reference to my name in the Registration
Statement.
Very truly yours,
SANDRA T. LANE
-----------------------
Sandra T. Lane
Senior Counsel
