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Exhibit 5.1
July 14, 2000
Raytheon Company
141 Spring Street
Lexington, MA 02421
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Raytheon Company, a
Delaware Corporation (the "Company") and am rendering this opinion in connection
with a registration statement on Form S-4 (the "Registration Statement") of the
Company being filed today with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the following Securities of the Company: (i) $200,000,000
of Floating Rate Exchange Notes Due 2002 (the "Notes Due 2002"); (ii)
$800,000,000 of 7.90% Exchange Notes Due 2003 (the "Notes Due 2003"); (iii)
$850,000,000 of 8.20% Exchange Notes Due 2006 (the "Notes Due 2006"); and (iv)
$400,000,000 of 8.30% Exchange Notes Due 2010 (referred to hereinafter, together
with the Notes Due 2002, the Notes Due 2003 and the Notes Due 2006 as the
"Registered Securities"), to be issued in exchange for outstanding securities of
the Company.
As Senior Vice President and General Counsel of the Company, I have
examined and am familiar with the Restated Certificate of Incorporation of the
Company, as amended to date. I am also familiar with the corporate proceedings
taken by the Board of Directors of the Company to authorize the filing of the
Registration Statement and the issuance of the Registered Securities.
In connection with the foregoing, I have examined originals, or copies
certified or otherwise identified to my satisfaction, of such documents,
corporate records and other instruments as I have deemed necessary or
appropriate for the purpose of this opinion.
Based upon the foregoing, I am of the opinion that the Registered
Securities, when duly executed, authenticated and delivered against payment
therefor, will be validly issued and will constitute binding obligations of the
Company in accordance with their terms, subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other laws
affecting creditors' rights generally from time to time in effect.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Validity of
Notes" in the Prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Thomas D. Hyde
Thomas D. Hyde
