Exhibit 5.A
[OBJECT OMITTED]
Ford Motor Company One American Road
P.O. Box 1899
Dearborn, Michigan 48126-1899
June 5, 2000
Ford Motor Company
One American Road
Dearborn, Michigan 48126
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-8 (the
"Registration Statement") that is being filed by Ford Motor Company (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 (i) up to 53,403 shares of Series D Participating Stock, par value
$1.00 per share, of the Company (the "Participating Stock"), (ii) up to
53,403,000 depositary shares, each representing 1/1,000 of a share of the
Participating Stock (the "Depositary Shares") to be evidenced by depositary
receipts relating to the Depositary Shares (the "Depositary Receipts") issued
pursuant to a Deposit Agreement among the Company, First Chicago Trust Company
of New York, as depositary (the "Depositary"), and the holders from time to time
of the Depositary Receipts (the "Deposit Agreement"), and (iii) up to 53,403,000
shares of the Common Stock, par value $1.00 per share, of the Company ("Common
Stock"), which shall be issued upon conversion of the Participating Stock,
relating to the Company's Tax-Efficient Savings Plan for Hourly Employees (the
"Plan").
As an Assistant Secretary and Counsel of the Company, I am familiar with
the Registration Statement and with the Certificate of Incorporation, the
By-Laws and with the affairs of the Company. In connection with the Registration
Statement, I have examined, or caused to be examined, (i) a form of the
Certificate of Designations relating to the Participating Stock, (ii) a form of
the Deposit Agreement, which I have assumed will be duly executed and delivered
by the Depositary and the Company, and (iii) a copy of the Registration
Statement. 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 the Participating Stock and the Depositary Shares
being registered under the Registration Statement, and when (a) all such shares
of Participating Stock and Depositary Shares acquired by Fidelity Management
Trust Company, as trustee under the Master Trust Agreement dated as of September
30, 1995, as amended, relating to the Plan (the "Master Trust Agreement") and as
trustee under the Plan, in accordance with the Master Trust Agreement and the
Plan, have been duly issued and sold in the manner contemplated by the
Registration Statement, (b) with respect to the Depositary Shares only, the
Depositary has duly executed the Depositary Receipts in accordance with the
terms of the Deposit Agreement (the Company having deposited the Participating
Stock with the Depositary pursuant to the Deposit Agreement), and (c) the
Registration Statement has become effective and the Company has received
therefor the consideration provided in the Plan and the Certificate of
Incorporation (but not less than the par value thereof), the Participating
Stock will be validly issued, fully paid and nonassessable and the Depositary
Shares will represent legal and valid interests in the shares of Participating
Stock.
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(3) 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 acquired by Fidelity Management
Trust Company, as trustee under the Master Trust Agreement and as trustee under
the Plan, in accordance with the Master Trust Agreement and the Plan, upon
conversion of the Participating Stock, 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,
the Company's Certificate of Incorporation, and the Deposit Agreement, if
applicable (but not less than the par value thereof).
I hereby consent to the use of this opinion as Exhibit 5.A 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/Kathryn S. Lamping
Kathryn S. Lamping
Assistant Secretary
and Counsel
