Exhibit 5
June 22, 2000
Stepan Company
Edens Expressway and Winnetka Road
Northfield, Illinois 60093
Re: Common Stock, $1.00 par value per share
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Ladies and Gentlemen:
We have acted as securities counsel to Stepan Company, a
Delaware corporation (the "Company"), in connection with the adoption of
its 2000 Stock Option Plan (the "Plan"). We are familiar with the corporate
proceedings relative to the adoption of the Plan and the issuance of shares
pursuant to the Plan, and we have examined such records and documents as we
considered necessary for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the shares
of Common Stock, $1.00 par value per share, of the Company issuable
pursuant to the Plan have been validly authorized and, when sold pursuant
to the Plan, will be validly issued, fully paid and nonassessable shares of
Common Stock of the Company.
We consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-8 registering the shares issuable
pursuant to the Plan.
Very truly yours,
/s/ Mayer, Brown & Platt
MAYER, BROWN & PLATT
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