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EXHIBIT 5
June 2, 2000
Motorola, Inc.
1303 E. Algonquin Road
Schaumburg, Illinois 60196
Gentlemen:
I refer to the Registration Statement on Form S-3 (the "Registration
Statement") to be filed by Motorola, Inc., a Delaware corporation ("Motorola"),
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended. The Registration Statement relates to the sale of 10,224,225 shares of
Common Stock, $3 par value per share ("Motorola Common Stock"), of Motorola to
be sold from time to time by the stockholders named in the Registration
Statement. This opinion relates to the shares of Motorola Common Stock covered
by the Registration Statement (the "Subject Shares").
I am Senior Corporate Counsel in the Law Department of Motorola and as such
have acted as counsel to Motorola in connection with preparation of the
Registration Statement. As such counsel, it is my opinion that those Subject
Shares have been validly and legally issued and are fully paid and
nonassessable. In arriving at the foregoing opinion, I have examined and relied
upon, and am familiar with, originals or copies, certified or otherwise
identified to my satisfaction, of such documents, corporate records,
certificates of officers of Motorola and of public officials, and other
instruments as I have deemed necessary or appropriate for the purposes of the
opinion set forth above.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Opinion." In giving this consent, I do not admit that I am within the category
of persons whose consent is required by Section 7 of the Securities Act of 1933.
Very truly yours,
/s/ Jeffrey A. Brown
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Jeffrey A. Brown
Senior Corporate Counsel
