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EXHIBIT 5
[ROPES & GRAY LETTERHEAD]
December 14, 2000
The Timberland Company
200 Domain Drive
Stratham, New Hampshire 03885
Re: DEFERRED COMPENSATION PLAN
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, for the
registration of deferred compensation obligations (the "Obligations") of The
Timberland Company, a Delaware corporation (the "Company"), to be offered and
sold under the Company's Deferred Compensation Plan (the "Plan").
We have acted as counsel for the Company and are familiar with the action
taken by the Company in connection with the Plan. For purposes of this opinion
we have examined the Plan and such other documents, records, certificates and
other instruments as we have deemed necessary.
We express no opinion as to the applicability of compliance with or effect
of Federal law or the law of any jurisdiction other than the Delaware General
Corporation Law.
Based on the foregoing, we are of the opinion that the Obligations, when
established pursuant to the terms of the Plan, will be valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms and the terms of the Plan, except as (i) may be limited by
bankruptcy, insolvency, reorganization or other laws affecting creditors' rights
generally, and (ii) is subject to general principles of equity, regardless of
whether such enforceability is considered in a proceeding in equity or at law.
We hereby consent to your filing this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Obligations while the Registration Statement is in
effect.
Very truly yours,
/s/ Ropes & Gray
Ropes & Gray
