Exhibit 5
A Partnership Including Boston
Professional Corporations Chicago
000 Xxxx Xxxxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000-5096 Los Angeles
000-000-0000 Miami
Facsimile 000-000-0000 Moscow
xxxx://xxx.xxx.xxx New York
Orange County
St. Petersburg
Silicon Valley
Vilnius
Washington, D.C.
MCDERMOTT, XXXX & XXXXX
Xxxx 7, 2001
Office Depot, Inc.
0000 Xxx Xxxxxxxxxx Xxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
RE: 6,000,000 Shares of Common Stock ($0.01 par value)
including Preferred Share Purchase Rights
for the Direct Stock Purchase Plan (the "Plan")
-----------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Office Depot, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on Form
S-3 (the "Registration Statement") for the registration under the Securities Act
of 1933, as amended, of 6,000,000 shares of the Company's Common Stock, $0.01
par value (the "Common Stock") including the related Preferred Share Purchase
Rights, which may be purchased pursuant to the Plan.
We have conferred with various officers of the Company and have
ascertained or verified, to our satisfaction, such facts as we deemed necessary
or appropriate for the purposes of this opinion.
Based on the foregoing, we are of the opinion that all legal and
corporate proceedings necessary for the authorization, issuance and delivery of
the shares of Common Stock under the Plan have been duly taken, and the Common
Stock, upon acquisition pursuant to the terms of the Plan, and the related
Preferred Share Purchase Rights will be duly authorized, legally and validly
issued, fully paid and nonassessable.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ XxXxxxxxx, Xxxx & Xxxxx
XxXxxxxxx, Xxxx & Xxxxx
