EXHIBIT 5


                  [LETTERHEAD OF INTERNATIONAL PAPER COMPANY]


                                                                  April 8, 2002


Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549

Ladies and Gentlemen:


I am Vice President and Secretary, International Paper Company, a New York
corporation (the "Company"), and have acted as counsel in connection with the
Registration Statement on Form S-8 (the "Registration Statement") to register
under the Securities Act of 1933, as amended, certain interests in the
International Paper Company Deferred Compensation Savings Plan (the "Plan").

I have examined originals or copies, certified or otherwise identified to my
satisfaction, of such corporate documents and records which I have deemed
necessary or appropriate for the purposes of the opinion and have conducted such
other investigations of fact and law as I have deemed necessary or advisable for
purposes of this opinion. I have assumed that the signatures on all documents
that I have examined are genuine.

Based upon the foregoing, I am of the opinion that the participants' rights
under the Plan will be, when created in accordance with the terms of the Plan,
valid and binding obligations of the Company, enforceable in accordance with the
terms of the Plan, except as enforcement thereof may be limited by bankruptcy,
insolvency or other laws of general applicability relating to or affecting
creditors' rights or by general equity principles.

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


                                            Very truly yours,

                                             /s/ Barbara L. Smithers
                                            ------------------------------------
                                            Barbara L. Smithers, Esq.
                                            Vice President and Secretary