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Exhibit 5
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November 8, 2000
Motorola, Inc.
1303 E. Algonquin Road
Schaumburg, IL 60196
Ladies and Gentlemen:
I am Senior Corporate Counsel in the Law Department of Motorola, Inc., a
Delaware corporation (the "Corporation"), and, as such, I have acted as counsel
for the Corporation in the preparation of a Registration Statement on Form S-3
(the "Registration Statement") being filed with the Securities and Exchange
Commission ("Commission") under Section 462(b) of the rules promulgated under
the Securities Act of 1933, as amended (the "Securities Act"), on the date
hereof relating to the registration of up to $200,000,000 of 7-5/8% Notes due
November 15, 2010 (the "Securities") to be sold by the Corporation.
The Securities are to be issued under the indenture incorporated by
reference as Exhibit 4(d) to the registration statement on Form S-3 (No. 333-
76041) previously filed with the Commission under the Securities Act, with
appropriate insertions, entered into by the Corporation and trustee under
the indenture.
I have examined or am otherwise familiar with the Restated Certificate of
Incorporation of the Corporation, as amended, the Bylaws of the Corporation, as
amended, the Registration Statement, such of the corporate proceedings as have
been taken by the Board of Directors of the Corporation, and such other
documents, records and instruments as I have deemed necessary or appropriate for
the purposes of this opinion.
Based on the foregoing, I am of the opinion that the Securities, when sold
in the manner contemplated in the Registration Statement, will be validly issued
by the Corporation and will constitute valid and legally binding obligations of
the Corporation, enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general principles of equity.
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I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to being named in the Prospectus included therein
under the caption "Legal Matters" with respect to the matters stated therein.
Very truly yours,
/s/ Jeffrey A. Brown
Jeffrey A. Brown
Senior Corporate Counsel
Law Department
