FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
July 17, 2000
Johnson Controls, Inc.
5757 North Green Bay Avenue
Milwaukee, Wisconsin 53209
Ladies and Gentlemen:
We have acted as counsel for Johnson Controls, Inc., a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a Form S-8
Registration Statement (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 7,254,352 shares of the Company's
common stock, $0.16-2/3 par value (the "Common Stock"), and related Common Stock
Purchase Rights (the "Rights"), that may be issued pursuant to the Johnson
Controls, Inc. 1992 Stock Option Plan, as amended, and the Johnson Controls,
Inc. 2000 Stock Option Plan (the "Plans"). The terms of the Rights are as set
forth in that certain Rights Agreement, as amended November 16, 1994, by and
between the Company and Firstar Trust Company (the "Rights Agreement").
We have examined: (i) the Plans; (ii) the Registration Statement;
(iii) the Company's Restated Articles of Incorporation and Bylaws, as amended to
date; (iv) resolutions of the Company's Board of Directors relating to the
Plans; (v) the Rights Agreement; and (vi) such other documents and records as we
have deemed necessary to enable us to render this Opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
2. The Common Stock, when issued and paid for in the manner set forth
in the Plans, will be validly issued, fully paid and nonassessable and no
personal liability will attach to the ownership thereof, except with respect to
wage claims of employees of the
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FOLEY & LARDNER
Johnson Controls, Inc.
July 17, 2000
Page 2
Company for services performed not to exceed six (6) months service in any one
case, as provided in Section 180.0622(2)(b) of the Wisconsin Business
Corporation Law.
3. The Rights to be issued with the Common Stock when issued pursuant
to the terms of the Rights Agreement will be validly issued.
We consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of said Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER
