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Exhibit 5
November 21, 2000
Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan 48034
Ladies and Gentlemen:
I have served as counsel to Federal-Mogul Corporation (the "Company") in
connection with the Registration Statement on Form S-8 to be filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the issuance in the
manner described in the Registration Statement of 170,000 shares of the
Company's Common Stock, without par value (the "Common Stock"), pursuant to the
Company's Employee Stock Purchase Program (the "Plan").
I have examined and relied upon the originals, or copies certified or
otherwise identified to my satisfaction, of such corporate records, documents,
certificates and other instruments as in my judgment are necessary or
appropriate to enable me to render the opinions expressed below.
Based upon such examination and my participation in the preparation of the
Registration Statement, it is my opinion that (1) the Company is duly
incorporated and validly existing as a corporation in good standing under the
laws of Michigan and (2) the shares of Common Stock reserved for issuance under
the Plan, when issued in the manner described in the Registration Statement,
will be validly issued, fully paid and nonassessable.
I consent to the filing of this opinion as Exhibit 5 to the Registration
Statement. In giving this consent, I do not concede that I am an expert within
the meaning of the Securities Act of the rules or regulations thereunder or that
this consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ David M Sherbin
David M. Sherbin, Esq., Deputy General Counsel &
Secretary
