Exhibit 5.1
June 28, 2000
Ivex Packaging Corporation
100 Tri-State Drive, Suite 200
Lincolnshire, IL 60069
Re: Registration Statement on Form S-8
of Ivex Packaging Corporation
Ladies and Gentlemen:
We have acted as special counsel to Ivex Packaging Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of
a Registration Statement on Form S-8, which is being filed by the Company
with the Securities and Exchange Commission (the "Commission") on the date
hereof (the "Registration Statement"), relating to the registration and
issuance by the Company under the Securities Act of 1933, as amended (the
"Act"), of up to an aggregate of 1,500,000 shares (the "Shares") of the
Company's Common Stock, par value $.01 per share (the "Common Stock"),
pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Plan").
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
In our examination we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such copies. As
to any facts material to the opinion which we did not independently
establish or verify, we have relied upon statements and representations of
officers and other representatives of the Company and others. We assume
that the Company will have at the time of the issuance of any Shares under
the Plan at least that number of authorized but unissued shares of Common
Stock equal to the number of Shares to be issued pursuant to the Plan.
In rendering the opinions set forth herein, we have examined and
relied on originals or copies of the following:
(a) the Registration Statement;
(b) the Plan;
(c) the Amended and Restated Certificate of Incorporation and the
Amended and Restated By-Laws of the Company, as presently in effect;
(d) a specimen certificate representing the Common Stock; and
(e) copies of certain resolutions of the Board of Directors of the
Company relating to the Plan, the Shares and related matters.
Members of our firm are admitted to the practice of law in the
State of Illinois, and we express no opinion as to the laws of any
jurisdiction other than the General Corporation Law of the State of
Delaware.
Based upon the foregoing and subject to the limitations,
qualifications, exceptions and assumptions set forth herein, and assuming
the conformity of the certificates representing the Shares to the form of
the specimen thereof examined by us and the due execution of such
certificates, we are of the opinion that the Shares have been duly
authorized by requisite corporate action by the Company, and, when issued,
delivered and paid for in accordance with the terms and conditions of the
Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Act or the rules
and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)
