Exhibit 5-1


July 2, 2001


Eastman Kodak Company
343 State Street
Rochester, New York 14650

Ladies and Gentlemen:

I am Senior Vice President and General Counsel of Eastman Kodak Company, a New
Jersey corporation ("Kodak").

With respect to the Registration Statement on Form S-8 (the "Registration
Statement") filed today by Kodak with the Securities and Exchange Commission for
the purpose of registering under the Securities Act of 1933, as amended, 68,070
shares of common stock, $2.50 par value, of Kodak (the "Shares") to be granted
to participants under, or issued upon the exercise of options under the OFOTO,
INC. 1999 Stock Incentive Plan (the "Plan"), I have examined originals or
copies, certified or otherwise identified to my satisfaction, of such corporate
records, certificates, and other documents and instruments, and such questions
of law, as I have considered necessary or desirable for the purpose of this
opinion.

Based on the foregoing, I am of the opinion that the Shares will, when the
Registration Statement has become effective and the Shares have been issued and
delivered as contemplated in the Plan, be legally issued, fully paid, and
non-assessable.

I consent to the filing of this opinion as an exhibit to the Registration
Statement.

                                  Very truly yours,

                                  /s/Gary P. Van Graafeiland
                                  ---------------------------
                                  Gary P. Van Graafeiland
                                  Senior Vice President
                                  and General Counsel