Avery Dennison Corp – ‘S-8’ on 7/1/94 – EX-5.1

As of:  Friday, 7/1/94   ·   Effective:  7/20/94   ·   Accession #:  898430-94-476   ·   File #:  33-54411

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            5     25K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Latham & Watkins Opinion                               1      6K 
 3: EX-23.1     Coopers & Lybrand Consent                              1      6K 

EX-5.1   —   Latham & Watkins Opinion

EX-5.1
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                                                                     EXHIBIT 5.1

[LETTERHEAD OF LATHAM & WATKINS]  

 June 30, 1994

Avery Dennison Corporation                                                      
150 North Orange Grove Boulevard                                                
Pasadena, California  91103                                                     

Re:  Avery Dennison Corporation Common Stock                
par value $1.00 per share                         
---------------------------------------           

Ladies and Gentlemen:                                                           

        At your request, we have examined the Registration Statement on Form
S-8 (the "Registration Statement"), which you intend to file with the Securities
and Exchange Commission in connection with the registration under the Securities
Act of 1933, as amended, of an additional 2,750,000 shares of Common Stock, par 
value $1.00 per share (the "Shares"), to be sold by Avery Dennison Corporation  
(the "Company") under The 1990 Stock Option and Incentive Plan for Key Employees
of Avery Dennison Corporation, as amended (the "Plan").  We are familiar with   
the proceedings undertaken in connection with the authorization, issuance and   
sale of the Shares.  Additionally, we have examined such questions of law and   
fact as we have considered necessary or appropriate for purposes of this        
opinion.                                                                        

        Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and upon the issuance of Shares under the terms of the    
Plan and delivery and payment therefor of legal consideration in excess of the  
aggregate par value of the Shares issued, such Shares will be validly issued,   
fully paid and nonassessable.                                                   

We consent to your filing this opinion as an exhibit to the 
Registration Statement.                                                         

Very truly yours,   

LATHAM & WATKINS    

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Effective on:		7/20/94		None on these Dates
Filed on:		7/1/94
		6/30/94
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