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EXHIBIT 5.1
WINSTON & STRAWN
35 West Wacker Drive
Chicago, Illinois 60601
August 11, 2000
Smurfit-Stone Container Corporation
150 North Michigan Avenue
Chicago, Illinois 60601
Re: Registration Statement on Form S-4
Dear Ladies and Gentlemen:
We have acted as special counsel to Smurfit-Stone Container Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-4 (the "Registration Statement") filed on
behalf of the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1993, as amended (the "Securities
Act"). The Registration Statement relates to (i) 4,599,300 shares of the
Company's 7% Series A Cumulative Exchangeable Redeemable Convertible Preferred
Stock, $0.01 par value per share (the "Preferred Stock"), which are to be issued
in connection with the merger (the "Merger") of SCC Merger Co., a Delaware
corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), with
and into Stone Container Corporation, a Delaware corporation and a wholly-owned
subsidiary of the Company ("Stone Container"), pursuant to the Agreement and
Plan of Merger, dated as of August 8, 2000, by and among the Company, Merger
Sub, and Stone Container (the "Merger Agreement"); (ii) an additional 1,000,700
shares of Preferred Stock, which may be issued from time to time upon the
declaration of dividends in respect of the Preferred Stock by the Company's
board of directors; (iii) an indeterminate number of shares of the Company's
common stock, $.01 par value per share (the "Common Stock"), which may be issued
from time to time in connection with the conversion or redemption of the
Preferred Stock; and (iv) an indeterminate principal amount of the Company's 7%
Convertible Subordinated Exchange Debentures due 2012 (the "Debentures" and,
together with the Preferred Stock and the Common Stock, collectively, the
"Registered Securities"), which may be issued in exchange for the Preferred
Stock.
This opinion letter is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
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August 11, 2000
Smurfit-Stone Container Corporation
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In connection with this opinion letter, we have examined and are familiar
with originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement, in the form filed with the commission [and as
amended through the date hereof]; (ii) the certificate of incorporation of the
Company, as currently in effect; (iii) the by-laws of the Company as currently
in effect; (iv) the form of certificate of designation establishing the
designation, preferences and rights of the Preferred Stock (the "Certificate of
Designation"); (v) the form of indenture governing the Debentures (the
"Indenture"); (vi) the Merger Agreement; and (vii) resolutions of the board of
directors of the Company relating to, among other things, the consummation of
the Merger and the transactions contemplated in the Merger Agreement, the
issuance of the Registered Securities and the filing of the Registration
Statement. We also have examined such other documents as we have deemed
necessary or appropriate as a basis for the opinions set forth below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion, we have relied without independent verification upon
oral or written statements and representations of officers and other
representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that:
1. The issuance of the Registered Securities has been duly authorized by
requisite corporate action on the part of the Company.
2. With respect to the Preferred Stock covered by the Registration
Statement, when (i) the Registration Statement, as finally amended (including
all necessary post-effective amendments), shall have become effective under the
Securities Act, (ii) the Certificate of Designation relating to the Preferred
Stock shall have been filed with the Secretary of State of the State of
Delaware, and (iii) the shares of Preferred Stock shall have been duly issued
and sold as contemplated by the Registration Statement, the Preferred Stock will
be validly issued, fully paid, and nonassessable.
3. With respect to the Common Stock covered by the Registration Statement,
when (i) the Registration Statement, as finally amended (including all necessary
post-effective amendments), shall have become effective under the Securities
Act, and (ii) the Common Stock shall have been issued (a) upon conversion or
redemption of the Preferred Stock in accordance with the Certificate of
Designation or (b) upon conversion of the Debentures in accordance with the
Indenture, the Common Stock will be validly issued, fully paid, and
nonassessable.
4. With respect to the Debentures covered by the Registration Statement,
when (i) the Indenture shall have been duly executed and delivered, (ii) the
Registration Statement, as finally amended (including all necessary post-
effective amendments), shall have become effective under the Securities Act, and
(iii) the Debentures shall have been duly executed and authenticated in
accordance with the
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August 11, 2000
Smurfit-Stone Corporation
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Indenture and issued in exchange for the Preferred Stock in accordance with the
Certificate of Designation, the Debentures will be the valid and binding
obligations of the Company entitled to the benefits of the Indenture and
enforceable against the Company in accordance with the terms thereof except to
the extent that the enforceability thereof may be limited by (x) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally and (y)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity).
The foregoing opinions are limited to the laws of the United States, the
State of New York and the General Corporation Law of the State of Delaware. We
express no opinion as to the application of the securities or blue sky laws of
the various states to the issuance of the Registered Securities.
We hereby consent to the reference to our firm under the heading "Legal
Matters" in the Registration Statement and to the filing of this opinion letter
with the Commission as an exhibit to the Registration Statement. In giving this
consent, we do not concede that we are experts within the meaning of the
Securities Act or the rules and regulations thereunder or that this consent is
required by Section 7 of the Securities Act.
Very truly yours,
/s/ WINSTON & STRAWN
