EX-5.1 2 0002.txt EXHIBIT 5.1 June 20, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentleman: The following opinion is furnished by the undersigned in connection with the Registration Statement on Form S-8 (the "Registration Statement") being filed by International Paper Company, a New York corporation (the "Company"), under the Securities Act of 1933, as amended, relating to the issuance of up to 1,200,000 shares of the Common Stock, par value $1.00 per share of the Company (the "Shares"), in connection with the Champion International Corporation Savings Plan #077, Champion International Corporation Savings Plan for Hourly Employees #158, Champion International Corporation Nonqualified Supplemental Savings Plan, Executive Retirement Plan for Employees of Weldwood of Canada Limited and Weldwood of Canada Limited Employee Phantom Share Plan (collectively, the "Plans"). I have examined originals or copies, certified or otherwise identified to my satisfaction, or such corporate records and other documents, and have conducted such other investigations of fact and law, as I have deemed necessary or advisable for purposes of this opinion. Upon the basis of the foregoing, I am of the opinion that the Shares have been duly authorized and, subject to the Registration Statement becoming effective, when issued in accordance with the terms of the Plans, the Shares will be legally issued, fully paid and nonassessable. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the Prospectus forming a part of the Registration Statement. Very truly yours, /s/ Barbara L. Smithers --------------------------- Barbara L. Smithers 11