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Exhibit 5
JONES, DAY, REAVIS & POGUE
3500 SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
December 19, 2000
Georgia Gulf Corporation
400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia 30346
Re: Registration Statement on Form S-8
Gentlemen:
We have served as counsel to Georgia Gulf Corporation, a Delaware
corporation (the "Company"), in connection with the registration by the Company
of up to 1,200,000 shares (the "Shares") of the Company's Common Stock, $.01 par
value, issuable pursuant to the Company's Employee Stock Purchase Plan, as
amended (the "Plan"), plus such additional shares as may be issuable upon
adjustment as provided in the Plan, pursuant to the Company's Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on
December 19, 2000 (the "Registration Statement"), to which this opinion appears
as Exhibit 5.
We have examined such documents, corporate records and matters of law as we
have deemed necessary for purposes of rendering this opinion. We have assumed,
without independent verification, the genuineness and authorization of all
signatures and the conformity to the originals of all copies submitted to us or
inspected by us as certified, conformed or photostatic copies.
Based upon and subject to the foregoing, it is our opinion that, upon
receipt of stockholder approval as to 1,000,000 of the Shares, the Shares will
have been duly authorized and, when issued in the manner as contemplated by the
Plan, will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, our examination of matters of law has
been limited to the laws of the State of Delaware and the federal laws of the
United States of America, as in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
Jones, Day, Reavis & Pogue
