EX-5.1 2 l89099aex5-1.txt EXHIBIT 5.1 1 Exhibit 5.1 THOMPSON HINE LLP 2000 COURTHOUSE PLAZA, N.E. 10 WEST SECOND STREET DAYTON, OH 45402 (937) 443-6600 June 29, 2001 The Mead Corporation Courthouse Plaza Northeast Dayton, Ohio 45463 Ladies and Gentlemen: We have acted as counsel to The Mead Corporation, an Ohio corporation (the "Company"), in connection with its Registration Statement on Form S-8 covering 2,500,000 Common Shares of the Company to be offered and sold under the Company's 1996 Stock Option Plan (the "Registration Statement"). Please be advised that we have examined such proceedings and records of the Company, and have made investigation of such other matters, as in our judgment permit us to render an informed opinion on the matters set forth herein. Based upon the foregoing, it is our opinion that the Common Shares of the Company offered under the Plan have been duly authorized and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and non-assessable. We consent to the use of this opinion as an exhibit to the Company's Registration Statement. Very truly yours, /s/ Thompson Hine LLP DAN:JMR:lsh -5-