OPINION AND CONSENT OF THE GENERAL COUNSEL
Published on April 25, 2008
EXHIBIT 5.1
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COCA-COLA
PLAZA
ATLANTA,
GEORGIA
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GEOFFREY
J. KELLY
SENIOR
VICE PRESIDENT
GENERAL
COUNSEL
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ADDRESS
REPLY TO
P.O.
BOX 1734
ATLANTA,
GA 30301
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404-676-3731
FAX: 404-505-4541
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April 24,
2008
The
Coca-Cola Company
One
Coca-Cola Plaza
Atlanta,
Georgia 30313
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Re:
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The
Coca-Cola Company Registration Statement on Form S-8 relating to
140,000,000 shares of Common Stock issuable pursuant to The Coca-Cola
Company 2008 Stock Option Plan
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Gentlemen:
I am
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 relating to the proposed offer and sale of 140,000,000
shares of the Company's Common Stock, par value $.25 per share (the “Shares”),
pursuant to The Coca-Cola Company 2008 Stock Option 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 the federal laws of the United States of America and
the laws of the State of Delaware and the State of Georgia, 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
April 24,
2008
Page
2
Based
upon and subject to the foregoing, I am of the opinion that:
(i) the
Shares are duly authorized; and
(ii) upon
the issuance of the Shares as provided in the Plan, the Shares will be validly
issued, fully paid and nonassessable.
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/ Geoffrey J. Kelly
Geoffrey J. Kelly
Senior Vice President
and
General
Counsel