Exhibit 5
June 26, 2000
Visteon Corporation
5500 Auto Club Drive
Dearborn, MI 48126
Ladies & Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Visteon Corporation (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with
respect to 13,000,000 shares of Common Stock, par value $1.00 per share, of the
Company ("Common Stock"), relating to the Visteon Corporation 2000 Long-Term
Incentive Plan (the "Plan").
As Secretary and General Counsel of the Company, I am familiar with
the Certificate of Incorporation and the By-laws of the Company and with its
affairs, including the actions taken by the Company in connection with the Plan.
I also have examined such other documents and instruments and have made such
further investigation as I have deemed necessary or appropriate in connection
with this opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
2. All necessary corporate proceedings have been taken to authorize
the issuance of the shares of Common Stock being registered under the
Registration Statement, and all such shares of Common Stock, when issued by the
Company in the manner contemplated in the Plan, will be legally issued, fully
paid and non-assessable when the Registration Statement shall have become
effective and the Company shall have received therefor the consideration
provided in the Plan (but not less than the par value thereof).
I hereby consent to the use of this opinion a Exhibit 5 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Commission issued thereunder.
Very truly yours,
/s/ Stacy L. Fox
Stacy L. Fox
Senior Vice President, General Counsel
and Secretary
