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") being filed by
the Company under the Securities Act of 1933, as amended, relating to the
authorization of the issuance of 1,000,000 shares of the Company's Common Stock,
par value $1.00 (the "Shares"), in connection with the Puerto Rico Container
Company Employees' 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 shares have been duly
authorized and, when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.

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