EXHIBIT 5






                        December 4, 2001



Mail-Well, Inc.
23 Inverness Way East, Suite 160
Englewood, Colorado 80112

Ladies and Gentlemen:

     You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") which is expected
to be filed by Mail-Well, Inc. (the "Company") on or about December 4,
2001, with respect to the offer and sale of 4,425,000 additional shares
of the Company's common stock, $.01 par value ("Company Stock"), issuable
under the Mail-Well, Inc. 2001 Long-Term Equity Incentive Plan as described
in the Registration Statement.

     We have examined such records and documents and have made such
investigations of law as we have deemed necessary under the
circumstances. Based on that examination and investigation, it is our
opinion that the shares of Company Stock referred to above will be, when
sold in accordance with the Plan and in the manner described in the
Registration Statement, validly issued, fully paid and non-assessable.

     We consent to the use in the Registration Statement of our name
and the statement with respect to our firm under the heading of
"Interests of Named Experts and Counsel."


                                  Sincerely yours,

                                  ROTHGERBER JOHNSON & LYONS LLP

                                  /s/ Rothgerber Johnson & Lyons LLP