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Exhibit 5
November 2 , 2000
Aon Corporation
123 North Wacker Drive
Chicago, Illinois 60660
Re: Registration of Common Stock
Ladies and Gentlemen:
I am Senior Counsel and Assistant Secretary of Aon Corporation (the
"Company"). I refer to the Registration Statement on Form S-3 (the
"Registration Statement") being filed by the Company, with the Securities and
Exchange Commission (the SEC") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of 3,865,193 shares of the
Company's common stock, par value $1.00 per share ("Common Stock").
I am familiar with the proceedings to date with respect to the
proposed issuance and sale of the Common Stock and have examined such records,
documents and questions of law, and satisfied myself as to such matters of fact,
as I have considered relevant and necessary as a basis for this opinion.
In rendering the opinions expressed below, I have assumed the authenticity
of all documents submitted to me as originals and the conformity to the
originals of all documents submitted to me as copies. In addition, I have
assumed and have not verified the accuracy as to factual matters of each
document I reviewed.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.
2. The Company has corporate power and authority to authorize and issue
the Common Stock.
3. The shares of Common Stock have been validly issued, and are fully paid
and nonassessable.
This opinion letter is limited to the General Corporation Law of the State
of Delaware, the laws of the State of Illinois and the federal laws of the
United States of America.
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For the purposes of this opinion letter, I have assumed that, at the time
of the issuance, sale and delivery of Common Stock: (i) the authorization
thereof by the Company will not have been modified or rescinded, and there will
not have occurred any change in law affecting the validity, legally binding
character or enforceability thereof; (ii) the terms and conditions of Common
Stock will be as expressly contemplated by the Registration Statement; and (iv)
the Second Restated Certificate of Incorporation, as amended, and the By-Laws of
the Company, as currently in effect, will not have been modified or amended and
will be in full force and effect.
I do not find it necessary for the purposes of this opinion letter to
cover, and accordingly I express no opinion as to, the application of the
securities or blue sky laws of the various states or the District of Columbia to
sales of the Common Stock.
I hereby consent to the filing of this opinion letter as an Exhibit to the
Registration Statement and to all references to me under the caption "Validity
of Securities" in the Prospectus forming a part of the Registration Statement.
In giving such consent, I do not hereby admit that I am within the category of
persons whose consent is required by Section 7 of the Securities Act of the
related rules and regulations promulgated by the SEC.
Very truly yours,
/s/ Richard E. Barry
Richard E. Barry
REB:ks
