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EXHIBIT 5
[OFFICEMAX LETTERHEAD]
June 30, 2000
OfficeMax, Inc.
3605 Warrensville Center Road
Shaker Heights, Ohio 44122
Ladies and Gentlemen:
I am the duly elected Senior Vice President, General Counsel of
OfficeMax, Inc., an Ohio corporation (the "Company"), and am familiar with its
corporate affairs. This opinion is being delivered in connection with the
Company's Registration Statement on Form S-8 (the "Registration Statement")
being filed under the Securities Act of 1933 (the "Act") relating to the
registration of Common Shares, without par value (the "Common Shares") of the
Company for issuance under the OfficeMax, Inc. Equity-Based Award Plan and the
OfficeMax, Inc. Year 2000 Equity Incentive Plan (collectively, the "Plans").
In connection with the foregoing, I have examined and am familiar with
originals or copies, certified or otherwise identified to my satisfaction, of
such documents as I have deemed necessary or appropriate as the basis for the
opinions set forth herein, including the Registration Statement and the Plans.
I am admitted to the Bar of the State of Ohio and this opinion is
limited to matters of Ohio law and federal law. Accordingly, I express no
opinion as to the law of any other jurisdiction. Please be advised that I own
9,302 restricted common shares of the Company and options to acquire an
additional 190,000 common shares.
Based on such examination, I am of the opinion that the Common Shares,
when issued in accordance with the Plans, will be valid and binding obligations
of the Company, except as enforcement thereof may be limited by bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally and subject to general
equity principles.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, I do not thereby admit that I am
an expert with respect to any part of the Registration Statement within the
meaning of the term "expert" as used in the Act or the rules and regulations
issued thereunder.
Very truly yours,
/s/ Ross H. Pollock
Ross H. Pollock
Senior Vice President,
General Counsel
