EXHIBIT 5
May 30, 2000
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
RE: 37,500,000 Shares of Common Stock (par value
$3.00) including Preferred Stock Purchase Rights
and an Indeterminate Number of Related Interests
for Motorola, Inc. Omnibus Incentive Plan of 2000 (the "Plan")
Gentlemen:
We have acted as counsel for Motorola, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended, of 37,500,000 shares of the Company's
Common Stock, $3.00 par value (the "Common Stock"), which may be purchased
pursuant to the Plan and the related preferred stock purchase rights and
other related interests (including options and stock equivalents).
We have examined or considered:
1. A copy of the Company's Restated Certificate of
Incorporation.
2. The By-Laws of the Company.
3. Telephonic confirmation of the Secretary of State of
Delaware, as of a recent date, as to the good standing of the Company
in that state.
4. A copy of resolutions duly adopted by the Board of Directors
of the Company relating to the Plan.
5. A copy of the Plan.
In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate
for the purposes of this opinion.
Based on the foregoing, we are of the opinion that:
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.
(b) All legal and corporate proceedings necessary for the
authorization, issuance and delivery of the shares of Common Stock
under the Plan have been duly taken, and the Common Stock, upon
issuance, pursuant to the terms of the Plan, and the related
preferred stock purchase rights and any other related interests, will
be duly authorized, legally and validly issued, fully paid and
nonassessable.
We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the company as an Exhibit to
the Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
(..continued)
