Exhibit 5.2


                    Skadden, Arps, Slate, Meagher & Flom LLP
                               Four Times Square
                            New York, New York 10036



                                                                 March 12, 2003


International Paper Capital Trust IV
International Paper Capital Trust VI
c/o International Paper Company
400 Atlantic Street
Stamford, Connecticut 06921

          Re: International Paper Capital Trust IV
              International Paper Capital Trust VI
              Registration Statement on Form S-3

Ladies and Gentlemen:

     We have acted as special Delaware counsel to International Paper Capital
Trust IV and International Paper Capital Trust VI (each, a "Trust"), each a
statutory business trust created under the Statutory Trust Act of the State of
Delaware, in connection with the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by International Paper Company, a
Delaware corporation (the "Company"), and each Trust with the Securities and
Exchange Commission (the "Commission") on the date hereof under the Securities
Act of 1933, as amended (the "Act"). The Registration Statement relates to the
issuance and sale from time to time, pursuant to Rule 415 of the general rules
and regulations promulgated under the Act of, among other securities, trust
preferred securities (the "Trust Preferred Securities") of each Trust.

     The Trust Preferred Securities of each Trust are to be issued pursuant to
an Amended and Restated Declaration of Trust (each, an "Amended and Restated
Declaration of Trust").

     This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement; (ii) the form of the Trust Preferred Securities; (iii) the
Certificate of Trust of each Trust filed with the Secretary of State of the
State of Delaware, as amended to the date hereof (each, a "Certificate of
Trust"); (iv) the Declaration of Trust of each Trust (each, a "Declaration of





Trust"); and (v) the form of the Amended and Restated Declaration of Trust. We
have also examined originals or copies, certified or otherwise identified to
our satisfaction, of such records of each Trust and such agreements,
certificates of public officials, certificates of officers or other
representatives of each Trust and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinion set forth herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed, photostatic or facsimile
copies and the authenticity of the originals of such copies. In making our
examination of executed documents or documents to be executed, we have assumed
that the parties thereto, other than each Trust, had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and that
such documents constitute or will constitute valid and binding obligations of
such parties. In rendering the opinion set forth below, we have assumed that
the Amended and Restated Declaration of Trust for each Trust will be executed
and delivered in substantially the form reviewed by us. As to any facts
material to the opinion expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers and other representatives of each Trust and others.

     Members of our firm are admitted to the bar in the State of Delaware, and
we do not express any opinion as to the laws of any other jurisdiction other
than the Statutory Trust Act of the State of Delaware, and we do not express
any opinion as to the effect of any other laws on the opinion stated herein.

     Based on and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that:

1.   When (i) the Registration Statement has become effective; (ii) an
     appropriate prospectus supplement has been prepared, delivered and filed
     in compliance with the Act and the applicable rules and regulations
     thereunder; (iii) if the Trust Preferred Securities are to be sold
     pursuant to a firm commitment underwritten offering, the underwriting
     agreement with respect to the Trust Preferred Securities has been duly
     authorized, executed and delivered by each Trust and the other parties
     thereto; (iv) the Amended and Restated Declaration of Trust of each Trust
     has been duly executed and delivered by the parties thereto; (v) the terms
     of the Trust Preferred Securities have been duly established in conformity
     with the Amended and Restated Declaration of Trust of each Trust so as not
     to violate any applicable law or the Amended and Restated Declaration of
     Trust of each Trust or result in a default under or breach of any
     agreement or instrument binding upon each Trust and so as to comply with
     any requirement or restriction imposed by any court or governmental body
     having jurisdiction over each Trust; and (vi) the Trust Preferred
     Securities have been issued, executed and authenticated in


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     accordance with the Amended and Restated Declaration of Trust and
     delivered and paid for in the manner contemplated in the Registration
     Statement or any prospectus relating thereto, the Trust Preferred
     Securities, when issued or sold in accordance with the applicable
     underwriting agreement or any other duly authorized, executed and
     delivered valid and binding purchase or agency agreement, will be duly
     authorized, validly issued, fully paid and nonassessable. We bring to your
     attention, however, that the holders of the Trust Preferred Securities may
     be obligated, pursuant to the Amended and Restated Declaration of Trust of
     each Trust, to (i) provide indemnity and/or security in connection with,
     and pay taxes or governmental charges arising from, transfers of Trust
     Preferred Securities and (ii) provide security and indemnity in connection
     with the requests of or directions to the property trustee of each Trust
     to exercise its rights and powers under the Amended and Restated
     Declaration of Trust of each Trust.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. We also hereby consent to the use of our
name under the heading "Validity of Securities" in the prospectus which forms a
part of the Registration Statement. In giving this consent, we do not thereby
admit that we are within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder. This opinion is expressed as of the date hereof, and we
disclaim any undertaking to advise you of any subsequent changes in the facts
stated or assumed herein or of any subsequent changes in applicable laws.


                                    Very truly yours,

                                    /s/ Skadden, Arps, Slate, Meagher & Flom LLP


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