EX-5 3 0003.txt Exhibit 5 WEIL, GOTSHAL & MANGES LLP A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS 767 FIFTH AVENUE NEW YORK, NY 10153 212-310-8000 (FAX) 212-310-8007 November 9, 2000 The Estee Lauder Companies Inc. 767 Fifth Avenue New York, NY 10153 Ladies and Gentlemen: We have acted as counsel to The Estee Lauder Companies Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing of the Registration Statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission on the date hereof with respect to 300,000 shares of Class A Common Stock, par value $.01 per share ("Class A Common Stock"), of the Company being registered in connection with The Estee Lauder Companies Inc. Non-Employee Director Share Incentive Plan (the "Plan"). In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement, the Plan and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the 300,000 shares of Class A Common Stock being registered pursuant to the Registration Statement have been duly authorized and, if and when issued and delivered upon receipt by the Company of the required consideration in accordance with the Plan, will be validly issued, fully paid and nonassessable. The Estee Lauder Companies Inc. November 9, 2000 Page 2 We hereby consent to the use of this letter as an exhibit to the Registration Statement and to any and all references to our firm in the Prospectus which is a part of the Registration Statement. Very truly yours, /s/ Weil, Gotshal & Manges LLP