Exhibit 5.1
Holme Roberts & Owen LLP
1700 Lincoln Street
Suite 4100
Denver, CO 80203
June 6, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
Holme Roberts & Owen LLP has acted as counsel to Graphic Packaging International
Corporation (the "Company") in connection with the preparation and filing of its
registration statement on Form S-8 under the Securities Act of 1933, as amended
(the "Act"), covering an additional 350,000 shares of its Common Stock which may
be acquired through participation in the Graphic Packaging Equity Compensation
Plan for Non-Employee Directors and the Graphic Packaging Employee Stock
Purchase Plan (the "Plans") ("this Form S-8").
As special counsel for the Company, we have examined such documents and reviewed
such questions of law as we have considered necessary or appropriate for the
purpose of this opinion. Based on the foregoing, we are of the opinion that the
shares of Common Stock, when sold and delivered by the Company pursuant to the
Plans, as described in this Form S-8, will be legally issued, fully paid, and
non-assessable.
We consent to the filing of this opinion with the Securities and Exchange
Commission (the "Commission") as an exhibit to this Form S-8. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or under the rules and
regulations of the Commission.
We do not express an opinion on any matters other that those expressly set forth
in this letter.
Very truly yours,
HOLME ROBERTS & OWEN LLP
By: /s/ Thomas A. Richardson
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Thomas A. Richardson
