[SIMPSON THACHER & BARTLETT LETTERHEAD]



                                        October 20, 2000







Georgia-Pacific Corporation

133 Peachtree Street, N.E.

Atlanta, Georgia 30303



Ladies and Gentlemen:



          We have acted as counsel to Georgia-Pacific Corporation, a Georgia

corporation (the "Company"), in connection with the Registration Statement on

Form S-3 (the "Registration Statement") filed by the Company with the Securities

and Exchange Commission (the "Commission") on October 20, 2000 under the

Securities Act of 1933, as amended (the "Act"), which Registration Statement

also constitutes post-effective Amendment No. 1 (the "Post-Effective Amendment")

to the registration statement on Form S-3 (Registration No. 333-80757) of the

Company, relating to the Company's (i) shares of Georgia-Pacific Corporation--

Georgia Pacific Group Common Stock, par value $.80 per share ("Georgia-Pacific

Group Stock"), (ii) shares of Georgia-Pacific Corporation--Timber Group Common

Stock, par value $.80 per share ("Timber Stock," and collectively with the

Georgia-Pacific Group Stock, the "Common Stock"),

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Georgia-Pacific Corporation                                     October 20, 2000





(iii) shares of preferred stock of the Company, without par value (the

"Preferred Stock"), (iv) debt securities, which may be either senior (the

"Senior Debt Securities") or subordinated (the "Subordinated Debt Securities")

(collectively, the "Debt Securities"), (v) warrants to purchase Common Stock

(the "Common Stock Warrants"), (vi) warrants to purchase Preferred Stock (the

"Preferred Stock Warrants"), (vii) warrants to purchase Debt Securities (the

"Debt Security Warrants"), (viii) contracts for purchase and sale of Common

Stock ("Stock Purchase Contracts"), (ix) stock purchase units of the Company,

consisting of a Stock Purchase Contract and Debt Securities or debt securities

of third parties, securing the holder's obligation to purchase Common Stock

under the Stock Purchase Contract (the "Stock Purchase Units") and (x) Common

Stock, Preferred Stock and Debt Securities which may be issued upon exercise of

Securities Warrants (as defined below) or Stock Purchase Contracts, whichever is

applicable. The Common Stock, the Preferred Stock, the Debt Securities, the

Securities Warrants, the Stock Purchase Contracts and the Stock Purchase Units

are hereinafter referred to collectively as the "Securities." The Securities may

be issued and sold or delivered from time to time as set forth in the

Registration Statement, any amendment thereto, the prospectus contained therein

(the "Prospectus") and supplements to the Prospectus (the "Prospectus

Supplements") and pursuant to Rule 415 under the Act for an aggregate initial

offering price not to exceed $3,000,000,000 (or the equivalent thereof in one or

more foreign currencies or composite currencies).



          The Senior Debt Securities will be issued under an Indenture (the

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