December 28, 2000 Exhibit 5.1
Ball Corporation
10 Longs Peak Drive
Broomfield, Colorado 80021-2510
Gentlemen:
I refer to the registration statement of Ball Corporation (the "Company") on
Form S-8 proposed to be filed with the Securities and Exchange Commission for
the purpose of registering under the Securities Act of 1933, as amended, 100,000
shares (the "Shares") of the Company's common stock and the associated rights
(the "Rights") as well as the Deferred Compensation Obligations including the
Company's twenty percent (20%) matching contribution of deferred amounts up to a
maximum of $20,000 per participant per annum, which shall be paid to each
participant in Ball Corporation Common Stock in accordance with each
participant's account under the Ball Corporation 2000 Deferred Compensation
Company Stock Plan. The S-8 registration statement also covers $25,000,000 of
Deferred Compensation Obligations under the Ball Corporation 2001 Deferred
Compensation Plan. The Ball Corporation 2000 Deferred Compensation Company Stock
Plan and the Ball Corporation 2001 Deferred Compensation Plan are hereinafter
referred to as the "Plans".
I am familiar with the proceedings to date with respect to such proposed sale
and have examined such records, documents, and matters of law and satisfied
myself as to such matters of fact as I have considered relevant for the purposes
of this opinion.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Indiana.
2. The Ball Corporation 2000 Deferred Compensation Company Stock Plan and
the Ball Corporation 2001 Deferred Compensation Plan were adopted by
Ball Corporation.
3. When the registration statement on Form S-8 becomes effective and the
certificates representing Shares and Rights are duly executed,
countersigned, registered, and delivered, the Shares issued by the
Company pursuant to the Ball Corporation 2000 Deferred Compensation
Company Stock Plan will be legally issued, fully paid, and
nonassessable and the Rights will be duly authorized and legally
issued. The Company intends to use Treasury Shares to pay the
obligations under the Ball Corporation 2000 Deferred Compensation
Company Stock Plan.
4. The Plans are not qualified plans under the Internal Revenue Code, as
amended.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
registration statement and the reference to me under the heading of "Interests
of Named Experts and Counsel" in the Registration Statement prepared by the
Company.
Very truly yours,
/s/ Robert W. McClelland
Robert W. McClelland
