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EXHIBIT 5
[FORD LETTERHEAD]
November 2, 2000
Ford Motor Company
The American Road
Dearborn, Michigan 48121
Ladies and Gentlemen:
This will refer to the Registration Statement on Form S-3 (the
"Registration Statement") being filed by Ford Motor Company (the "Company") on
or about the date hereof with the United States Securities and Exchange
Commission (the "Commission") pursuant to the United States Securities Act of
1933, as amended (the "Securities Act"), with respect to the proposed sale by
the Company of its debt securities (the "Debt Securities").
As an Assistant General Counsel and an Assistant Secretary of the
Company, I am familiar with the Restated Certificate of Incorporation and the
By-Laws and with the affairs of the Company. 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 on 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. When (a) the registration requirements of the Securities Act and such
state Blue Sky or securities laws as may be applicable have been complied with,
(b) the indenture between the Company and the Trustee pursuant to which the
Debt Securities are to be issued (the "Indenture") has been qualified under the
United States Trust Indenture Act of 1939, as amended, (c) the form or forms of
the Debt Securities and the final terms thereof have been duly approved or
established in accordance with the terms of the Indenture, and (d) the Debt
Securities have been duly executed, authenticated, completed, issued and
delivered against payment therefor, the Debt Securities will thereupon be
legally issued and binding obligations of the Company.
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I hereby consent to the use of this opinion as 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/ Peter Sherry, Jr.
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Peter Sherry, Jr.
Assistant General Counsel
and Assistant Secretary
