Exhibit 5
June 26, 2000
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
Re: Masco Corporation
Registration Statement on Form S-3
Dear Sirs:
I am acting as your counsel in connection with the Registration Statement
on Form S-3 (herein referred to as the "Registration Statement") under the
Securities Act of 1933, as amended, in which this opinion is included as
Exhibit 5, registering securities of Masco Corporation (the "Company"),
including senior debt securities (the "Senior Securities"), subordinated debt
securities (the "Subordinated Securities") and shares of Common Stock, $1.00
par value (the "Shares") and related preferred stock purchase rights (the
"Rights"). The Senior Securities are to be issued under an Indenture between
the Company and Bank One Trust Company, National Association, as Trustee (the
"Senior Indenture"), and the Subordinated Securities are to be issued under an
Indenture between the Company and The Bank of New York, as Trustee (the
"Subordinated Indenture"). The Senior Securities and Subordinated Securities
are herein referred to as the "Securities," and the Senior Indenture and the
Subordinated Indenture are herein referred to as the "Indentures."
In addition to the Shares and the related Rights, the Registration
Statement also registers an indeterminate number of shares of common stock of
the Company (the "Conversion Shares") and related Rights (the "Conversion
Rights") that may be issued upon conversion of convertible Securities.
I or attorneys on my staff who report to me have examined and are familiar
with originals or copies, certified or otherwise identified to my satisfaction,
of such documents or corporate records as I have deemed necessary or advisable
for the purpose of this opinion. Based upon the foregoing, I am of the opinion
that:
(1) The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware, with
corporate power under such laws to enter into the Indentures and to issue the
Securities, the Shares, the related Rights, the Conversion Shares and the
Conversion Rights;
(2) The Senior Indenture has been duly authorized, and when executed and
delivered by the Company will be a valid and binding obligation of the Company;
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Masco Corporation
June 26, 2000
Page 2
(3) The Subordinated Indenture has been duly authorized, and when executed
and delivered by the Company will be a valid and binding obligation of the
Company;
(4) When the Indentures have been duly executed and delivered by the
Company and when the issuance of the Securities has been duly authorized by
appropriate corporate action and such Securities have been duly executed,
authenticated and delivered in substantially the forms filed as an Exhibit to
the Registration Statement and in accordance with the Indentures and sold as
described in the Registration Statement, including the Prospectuses and
Prospectus Supplements relating to such Securities, subject to the final terms
of the Securities being in compliance with then applicable law, the Securities
will be valid and binding obligations of the Company entitled to the benefits
of the Indentures;
(5) When the issuance of the Shares and the related Rights have been duly
authorized by appropriate corporate action and the Shares and related Rights
have been duly issued and sold as described in the Registration Statement,
including the Prospectuses and Prospectus Supplements relating to the Shares
and the related Rights, the Shares and will be legally issued, fully paid and
nonassessable and the Rights will be valid and binding obligations of the
Company; and
(6) When the issuance of the Conversion Shares and related Conversion
Rights issuable upon conversion of convertible Securities have been duly
authorized by appropriate corporate action and when the Conversion Shares and
related Conversion Rights have been issued upon conversion as described in the
Registration Statement, including the Prospectuses and Prospectus Supplements
relating to such convertible Securities, the Conversion Shares will be legally
issued, fully paid and nonassessable and the related Conversion Rights will be
valid and binding obligations of the Company.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-3. I also consent to the reference
to me under the caption "Legal Opinions" in the Prospectuses.
Very truly yours,
John R. Leekley
Senior Vice President and
General Counsel
