[LETTERHEAD]
EXHIBIT 5
December 10, 1997
Stone Container Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Re: 5,000,000 shares of Common Stock, $.01 par value per share, and
5,000,000 Preferred Stock Purchase Rights.
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Dear Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Stone Container Corporation, a Delaware corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), relating to
(i) the participations (the "Participations") in the Stone Container Corporation
Deferred Income Savings Plan (the "Plan"), and (ii) 5,000,000 shares of Common
Stock, $.01 par value per share (the "Registered Common Stock"), together with
5,000,000 preferred stock purchase rights (the "Registered Rights") associated
therewith, in connection with the Plan. The terms of the Rights are set forth
in the Rights Agreement dated as of July 25, 1988, as amended by the Amendment
to Rights Agreement dated as of July 23, 1990 and the Amendment to Rights
Agreement dated as of May 16, 1996 (collectively, the "Rights Agreement")
between the Company and The First National Bank of Chicago.
I am familiar with the proceedings to date with respect to the Plan
and the Registration Statement, 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 on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. The Participations will be legally issued and non-assessable,
provided: (i) the Registration Statement, as it may be amended, shall have
become effective under the Act and the Prospectus then in use by the Company
shall comply with the Act and the Rules and Regulations of the Commission
thereunder; and (ii) the Participations shall have been duly issued and paid for
in accordance with the terms of the Plan.
Stone Container Corporation
December 10,1997
Page 2
3. Any shares of the Registered Common Stock which are newly issued
in connection with the Plan will constitute shares of Common Stock of the
Company which have been duly authorized and validly issued and are fully paid
and non-assessable when (i) the Registration Statement shall have become
effective under the Securities Act; (ii) the Company's Board of Directors or a
duly authorized committee thereof shall have duly adopted final resolutions
authorizing the issuance of such shares as contemplated by the Plan; and (iii)
certificates representing such shares shall have been duly executed,
countersigned and registered and duly delivered upon payment of the agreed
consideration therefor (not less than the par value thereof) determined in
accordance with the terms of the Plan.
4. The Registered Rights associated with the newly issued shares of
Registered Common Stock referred to in paragraph 3 will be legally issued when
(i) such Registered Rights shall have been duly issued in accordance with the
terms of the Rights Agreement and (ii) such associated shares shall have been
duly issued and paid for as set forth in paragraph 3.
This opinion is limited to the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
I do not find it necessary for the purposes of this opinion, and
accordingly I express no opinion as to, the application of the securities or
"Blue Sky" laws of the various states.
I have assumed, for the purpose of this opinion, that the Board of
Directors of the Company adopted the Rights Agreement on an informed basis after
reasonable investigation, in the good faith exercise of business judgment in
furtherance of what the Board of Directors honestly and reasonably believed to
be necessary and appropriate to protect the Company from coercive acquisition
techniques and in the best interests of the Company and its stockholders.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
