EXHIBIT 5.1 - OPINION OF COUNSEL

EXHIBIT 5.1




February 22, 2002



The Coca-Cola Company
One Coca-Cola Plaza
Atlanta, Georgia 30313

Re: The Coca-Cola Company -- Registration Statement on
Form S-8 relating to Deferred Compensation Obligations
under The Coca-Cola Company Deferred Compensation Plan

Gentlemen:

I am Executive Vice President and General Counsel of The Coca-Cola Company,
a Delaware corporation (the Company), and have acted as counsel for the Company
in connection with the preparation of a Registration Statement on Form S-8 (the
Registration Statement) filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to the registration of deferred
compensation obligations of the Company to be offered and sold under The
Coca-Cola Company Deferred Compensation Plan (the Plan).

In connection with this opinion, I have examined and relied upon such
records, documents, certificates and other instruments as in my judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, I have assumed the genuineness of signatures on
original documents and the conformity to such original documents of all copies
submitted to me as certified, conformed or photographic copies, and as to
certificates of public officials, I have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, I have
relied upon statements and representations of representatives of the Company and
of public officials.

The opinions expressed herein are limited in all respects to (1) the
federal laws of the United States of America; and (2) the Delaware General
Corporation Law, the applicable provisions of the Delaware Constitution and the
reported judicial decisions interpreting such Delaware laws; and no opinion is
expressed with respect to the laws of any other jurisdiction or any effect which
such laws may have on the opinions expressed herein. This opinion is limited to
the matters stated herein, and no opinion is implied or may be inferred beyond
the matters expressly stated herein.




The Coca-Cola Company
February 22, 2002
Page 2


Based upon and subject to the foregoing, I am of the opinion that the
deferred compensation obligations, when issued in accordance with the terms of
and subject to the conditions of the Plan, will represent the valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms and the terms of the Plan, except as enforcement may be limited by
(i) applicable bankruptcy, insolvency, moratorium, reorganization or other laws
affecting creditors' rights generally and (ii) general principles of equity,
regardless of whether such enforceability is considered in a proceeding in
equity or at law.

I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to my name under the caption
Interest of Named Experts and Counsel in the Registration Statement.

Very truly yours,


/s/ Deval L. Patrick
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Deval L. Patrick