Estee Lauder Companies Inc – ‘S-3/A’ on 11/5/99 – EX-5

On:  Friday, 11/5/99   ·   Accession #:  909518-99-638   ·   File #:  333-85947

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement     27    129K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            
 2: EX-1        Underwriting Agreement                                22     88K 
 3: EX-4        Instrument Defining the Rights of Security Holders   109    456K 
 4: EX-5        Opinion re: Legality                                   2     12K 
 5: EX-12       Statement re: Computation of Ratios                    1      9K 
 6: EX-23.1     Consent of Experts or Counsel                          1      6K 
 7: EX-25       Statement re: Eligibility of Trustee                   6     32K 

EX-5   —   Opinion re: Legality

EX-5
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                                                                       EXHIBIT 5

WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue, New York, New York 10153
(212) 310-8000
 Fax: (212) 310-8007

November 5, 1999

The Estee Lauder Companies Inc.                                                 
767 Fifth Avenue                                                                
New York, New York 10153                                                        

Ladies and Gentlemen:                                                           

    We have acted as counsel to The Estee Lauder Companies Inc., a
Delaware corporation (the "Company"), in connection with the preparation and    
filing with the Securities and Exchange Commission of the Company's Registration
Statement on Form S-3, Registration No. 333-85947 (as amended, the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities      
Act"), relating to the registration of $400,000,000 aggregate initial offering  
price of the debt securities of the Company (the "Debt Securities") for issuance
from time to time pursuant to Rule 415 under the Securities Act. The Debt       
Securities may be offered in amounts, at prices and on terms to be determined by
market conditions at the time of the offering and will be set forth in a        
prospectus supplement to the prospectus (the "Prospectus") included in the      
Registration Statement.                                                         

      In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Amended and Restated           
Certificate of Incorporation of the Company, as amended to date, the By-laws of 
the Company, as amended to date, the Registration Statement, the Prospectus, the
Indenture, dated as of November 5, 1999 (the "Indenture"), between the Company  
and State Street Bank and Trust Company, N.A., as trustee (the "Trustee") and   
such corporate records, agreements, documents and other instruments, and such   
certificates or comparable documents of public officials and of officers and    
representatives of the Company, and have made such inquiries of such officers   
and representatives, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.                                                 

 In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all  
documents submitted to us as originals, the conformity to original documents of 
all documents submitted to us as certified, conformed or photostatic copies and 
the authenticity of the originals of such latter documents. As to all questions 
of fact material to these opinions that have not been independently established,
we have relied upon certificates or comparable documents of officers and        
representatives of the Company.                                                 

      Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Debt Securities have been duly           
authorized, and, when duly executed on behalf of the Company, authenticated by  
the Trustee and delivered in accordance with the terms of the Indenture and as  
contemplated by the Registration Statement, will constitute legal, valid and    
binding obligations of the Company, enforceable against it in accordance with   
their terms, subject to applicable bankruptcy, insolvency, fraudulent           
conveyance, reorganization, moratorium and similar laws affecting creditors'    
rights and remedies generally, and subject, as to enforceability, to general    
principles of equity, including principles of commercial reasonableness, good   
faith and fair dealing (regardless of whether enforcement is sought in a        
proceeding at law or in equity), and subject to the qualification that we       
express no opinion as to                                                        

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the effect on the Debt Securities of laws which limit the rates of interest that
may legally be contracted for, charged or collected.                            

           The opinions expressed herein are limited to the laws of the State of
New York, the corporate laws of the State of Delaware and the federal laws of   
the United States, and we express no opinion as to the effect on the matters    
covered by this letter of the laws of any other jurisdiction.                   

      We hereby consent to the use of this letter as an exhibit to the
Registration Statement and to any and all references to our firm in the         
Prospectus which is a part of the Registration Statement.                       

                                   Very truly yours,

                                                /s/ WEIL, GOTSHAL & MANGES LLP

Dates Referenced Herein

				Referenced-On Page
This ‘S-3/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/5/99		1					None on these Dates
									List all Filings

8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/24  Estee Lauder Companies Inc.       8-K:1,8,9   2/12/24   14:573K                                   Toppan Merrill/FA
 8/18/23  Estee Lauder Companies Inc.       10-K        6/30/23  158:26M
 5/12/23  Estee Lauder Companies Inc.       8-K:1,8,9   5/09/23   16:901K                                   Toppan Merrill/FA
 8/24/22  Estee Lauder Companies Inc.       10-K        6/30/22  161:35M
 8/27/21  Estee Lauder Companies Inc.       10-K        6/30/21  165:28M
 5/20/21  Estee Lauder Companies Inc.       S-3ASR      5/20/21    4:455K                                   Toppan Merrill/FA
 3/04/21  Estee Lauder Companies Inc.       8-K:1,8,9   3/01/21   14:673K                                   Toppan Merrill/FA
 8/28/20  Estee Lauder Companies Inc.       10-K        6/30/20  162:32M