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Title: |
Opinion Letter |
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Entities: |
JPMorgan Chase Bank; PepsiCo, Inc.; Davis Polk & Wardwell; Womble Carlyle Sandridge & Rice PLLC |
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Date: |
2002 |
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Size: |
Preview shows 1KB of 4KB total |
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Price: |
$37 |
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ID: |
#311716 |
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December 20, 2002
PepsiCo, Inc.
700 Anderson Hill Road
Purchase, New York 10577
Ladies and Gentlemen:
We have acted as counsel for PepsiCo, Inc., a North Carolina
corporation (the "Guarantor"), in connection with the offer (the "Registered
Exchange Offer") by Bottling Group, LLC ("Bottling LLC") and the Guarantor to
exchange Bottling LLC's 4 5/8% Series B Senior Notes due November 15, 2012 (the
"New Notes") for any and all of Bottling LLC's outstanding 4 5/8% Senior Notes
due November 15, 2012 (the "Old Notes", and together with the New Notes, the
"Notes"). The New Notes will be unsecured senior obligations of Bottling LLC and
will be issued pursuant to an Indenture dated as of November 15, 2002 (the
"Indenture"), among the Guarantor, Bottling LLC and JPMorgan Chase Bank, as
Trustee. Payment of principal of and interest and premium, if any, on the Notes
will be unconditionally and irrevocably guaranteed on a senior unsecured basis
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