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EXHIBIT 5
August 10, 2000
Electronic Data Systems Corporation
5400 Legacy Drive
Plano, TX 75024
Gentlemen:
As General Counsel of Electronic Data Systems Corporation, a Delaware
corporation ("EDS"), I am familiar with the Registration Statement on Form S-8
being filed by EDS pursuant to the Securities Act of 1933, as amended (the
"Act"), with the Securities and Exchange Commission, relating to 25,000 shares
(the "Shares") of common stock, par value $.01 per share, of EDS pursuant to the
1999 EDS Non-Qualified Stock Purchase Plan (the "Plan").
In connection with the foregoing matters, I have examined originals, or
copies certified or otherwise identified to me, of corporate records of EDS and
other documents, records and instruments as a basis for this opinion.
Based on the foregoing, I am of the opinion that:
1. The Shares authorized for issuance pursuant to the Plan as currently
in effect have been duly authorized for issuance by EDS.
2. The Shares, when issued pursuant to the Plan in accordance with
Delaware law and upon payment of adequate consideration therefor, will be
validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the
State of Delaware, and I express no opinion as to the laws of any other
jurisdiction.
I hereby consent to the filing of this opinion as Exhibit 5 to the above-
mentioned Registration Statement. In giving such consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Act.
Very truly yours,
/s/ D. Gilbert Friedlander
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D. Gilbert Friedlander
Senior Vice President, Secretary and
General Counsel
