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EXHIBIT 5.2
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WINSTON & STRAWN
35 West Wacker Drive
Chicago, Illinois 60601
August 11, 2000
Smurfit-Stone Container Corporation
150 North Michigan Avenue
Chicago, Illinois 60601
Smurfit-Stone Container Corporation
150 North Michigan Avenue
Chicago, Illinois 60601
Ladies and Gentlemen:
We have acted as special counsel to Smurfit-Stone Container
Corporation, a Delaware corporation ("Smurfit-Stone"), Stone Container
Corporation, a Delaware corporation ("Stone Container"), and SCC Merger Co., a
Delaware corporation and wholly-owned subsidiary of Smurfit-Stone ("Merger
Sub"), in connection with (i) the Merger (as defined and described in the
Agreement and Plan of Merger, dated as of August 8, 2000 (the "Merger
Agreement"), by and among Smurfit-Stone, Stone Container and Merger Sub, and
(ii) the preparation and filing of the Registration Statement on Form S-4 of
Smurfit-Stone with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act") on August
11, 2000, which includes the Proxy Statement of Stone Container and the
Prospectus of Smurfit-Stone (the "Proxy Statement/Prospectus"). Unless
otherwise indicated, each capitalized term used herein has the meaning ascribed
to it in the Merger Agreement.
In connection with this opinion letter, we have examined the Merger
Agreement, the Proxy Statement/Prospectus, and such other documents and
corporate records as we have deemed necessary or appropriate in order to enable
us to render the opinion set forth below. For purposes of this opinion letter,
we have assumed (i) the validity and accuracy of the documents and corporate
records that we have examined and the facts and representations concerning the
Merger that have come to our attention during our engagement and (ii) that the
Merger has been or will be consummated in the manner described in the Merger
Agreement and the Proxy Statement/Prospectus.
Subject to the foregoing and the fact that the discussion in the Proxy
Statement/Prospectus under the heading "THE MERGER--Material Federal Income Tax
Consequences" (the "Discussion") is a summary and does not purport to discuss
all possible United States federal income tax consequences of the Merger and of
holding the Series A
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Preferred Stock, we are of the opinion that the Discussion states the material
United States federal income tax consequences of the Merger to holders of Stone
Container Series E Preferred Stock who surrender such stock in exchange for
Smurfit-Stone Series A Preferred Stock pursuant to the Merger Agreement. In
addition, we express no opinion as to the United States federal, state, local,
foreign or other tax consequences, other than as set forth in the Discussion.
Further, there can be no assurances that the opinion expressed herein will be
accepted by the Internal Revenue Service (the "IRS") or, if challenged, by a
court. This opinion letter is delivered in accordance with the requirements of
Item 601(b)(8) of Regulation S-K under the Securities Act.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended, Treasury Department
regulations promulgated thereunder, pertinent judicial authorities, interpretive
rulings of the IRS, and such other authorities as we have considered relevant.
It should be noted that statutes, regulations, judicial decisions, and
administrative interpretations are subject to change at any time, possibly with
retroactive effect. A change in the authorities or the accuracy or completeness
of any of the information, documents, corporate records, covenants, statements,
representations, or assumptions on which our opinion is based could affect our
conclusions. The opinion set forth herein is expressed as of the date hereof,
and we are under no obligation to supplement or revise our opinion to reflect
any changes (including changes that have retroactive effect) (i) in applicable
law or (ii) in any information, document, corporate record, covenant, statement,
representation, or assumption stated herein that becomes untrue or incorrect.
This opinion letter is furnished to you solely for use in connection
with the Merger, as described in the Merger Agreement and the Proxy
Statement/Prospectus, and is not to be used, circulated, quoted, or otherwise
referred to for any other purpose without our express written permission. In
accordance with the requirements of Item 601(b)(23) of Regulation S-K under the
Securities Act, we hereby consent to the filing of this opinion as an exhibit to
the Proxy Statement/Prospectus and to the reference to our firm name under the
headings "THE MERGER--Material Federal Income Tax Consequences" and "LEGAL
MATTERS." In giving such consent, we do not thereby 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 thereunder.
Very truly yours,
/S/ WINSTON & STRAWN
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