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EXHIBIT 5
November 30, 2000
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
Ladies and Gentlemen:
You have requested me, as General Counsel of The Williams Companies, Inc., to
render my opinion regarding certain matters in connection with the preparation
and filing of the Registration Statement by The Williams Companies, Inc. (the
"Company") on Form S-3 (as amended, the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to the contemplated issuance by
the Company from time to time of up to $1,775,000,000 aggregate initial offering
price of Debt Securities, Preferred Stock, and Common Stock. The Debt Securities
are to be issued as senior or subordinated indebtedness of the Company under a
senior debt indenture or a subordinated debt indenture between the Company and
Bank One Trust Company, N.A., as trustee (the "Indentures"). The forms of the
Indentures and the Debt Securities have been filed as exhibits to the
Registration Statement. In addition, the Debt Securities and the Preferred Stock
may be convertible into Common Stock of the Company. The Debt Securities,
Preferred Stock, and Common Stock are collectively referred to herein as the
"Securities."
I am familiar with the Certificate of Incorporation and the By-laws, each as
amended to date, of the Company and have examined the originals, or copies
certified or otherwise identified to my satisfaction, of corporate records of
the Company, statutes, and other instruments and documents as the basis for the
opinion expressed herein. In addition, I am, or someone under my supervision is,
familiar with the forms of the Indentures and the Debt Securities.
Based upon the foregoing, and having regard for such legal considerations as I
have deemed relevant, I am of the opinion that, (1) with respect to the Debt
Securities, when the remaining terms are set by an officer of the Company
pursuant to the authority granted such officer by the Board of Directors of the
Company, the Indentures have been duly executed and delivered, and the Debt
Securities have been duly issued in accordance with the provisions of the
Indentures and duly paid for by the purchasers thereof, (2) with respect to the
Preferred Stock, when the remaining terms are set by an officer of the Company
pursuant to the authority granted such officer by the Board of Directors of the
Company and have been duly issued and delivered by the Company and duly paid for
by the purchasers thereof, and (3) with respect to the Common Stock, when duly
issued and delivered by the Company and duly paid for by the purchasers thereof
(a) the Debt Securities will constitute valid and binding obligations of the
Company enforceable in accordance with their terms, except
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as enforceability may be limited by bankruptcy, insolvency, reorganization, or
other laws relative to or affecting generally the enforcement of creditor's
rights and by principles of equity, and (b) the Preferred Stock and the Common
Stock will have been validly issued, fully paid, and non-assessable.
In connection with my opinions expressed above, I have assumed that, at or prior
to the time of the delivery of any such Security, the Registration Statement has
been declared effective, that the authorization of such Securities, will not
have been modified or rescinded and there will not have occurred any change in
law affecting the validity or enforceability of such Security. I have also
assumed that none of the terms of any Security to be established subsequent to
the date hereof nor the issuance and delivery of such Security, nor the
compliance by the Company with the terms of such Security, will violate any
applicable law or will result in a violation of any provision of any instrument
or agreement then binding upon the Company, or any restriction imposed by any
court or governmental body having jurisdiction over the Company.
I am a member of the Bar of the State of New York and the foregoing opinion is
limited to the laws of the State of New York, the federal laws of the United
States of America and the General Corporation Law of the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to the undersigned appearing under the caption
"Legal Matters" in the related Prospectus.
Very truly yours,
William G. von Glahn
