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EXHIBIT 5
January 12, 2001
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 under the Securities Act of 1933, as amended (the "Securities Act"),
on the date hereof in connection with the proposed offer and sale of the
following securities (collectively, the "Securities") of the Corporation having
an aggregate initial offering price of up to $2,000,000,000:
(i) senior debt securities generally in the form incorporated by reference
as Exhibit 4.8 to the Registration Statement, with appropriate
insertions (the "Senior Debt Securities");
(ii) subordinated debt securities generally in the form incorporated by
reference as Exhibit 4.9 to the Registration Statement, with
appropriate insertions (the "Subordinated Debt Securities," and
together with the Senior Debt Securities, the "Debt Securities");
(iii) common stock, par value $3 per share (the "Common Stock"), of the
Corporation; and
(iv) warrants to purchase Debt Securities or Common Stock (collectively,
the "Warrants").
The Securities may be offered separately or as part of units with other
Securities, in separate series, in amounts, at prices, and on terms to be set
forth in the prospectus and one or more supplements to the prospectus
(collectively, the "Prospectus") constituting a part of the Registration
Statement, and in the Registration Statement.
The Senior Debt Securities are to be issued under one or more indentures
generally in the form incorporated by reference as Exhibit 4.5 to the
Registration Statement (the "Senior Indenture"). The Subordinated Debt
Securities are to be issued under one or more indentures generally in the form
incorporated by reference as Exhibit 4.7 to the Registration Statement, with
appropriate insertions (the "Subordinated Indentures"), to be entered into by
the Corporation and a trustee or trustees to be named by the Corporation. The
Warrants are to be issued under warrant agreements generally in the forms
incorporated by reference as Exhibits 4.10 and 4.11 to the Registration
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Motorola, Inc.
January 12, 2001
Page 2
Statement, with appropriate insertions (the "Warrant Agreements"), to be entered
into by the Corporation and warrant agents to be named by the Corporation.
Certain terms of the Securities to be issued by the Corporation from time
to time will be approved by the Board of Directors of the Corporation or a
committee thereof or certain authorized officers of the Corporation as part of
the corporate action taken and to be taken (the "Corporate Proceedings") in
connection with issuance of the Securities. I have examined or am otherwise
familiar with the Restated Certificate of Incorporation, as amended, of the
Corporation, the Bylaws of the Corporation, as amended, the Registration
Statement, such of the Corporate Proceedings as have occurred as of the date
hereof, 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:
(i) the Common Stock, when authorized and sold as contemplated in the
Registration Statement, will be validly issued by the Corporation and
will be duly authorized, fully paid and non-assessable; and
(ii) the Debt Securities and the Warrants, when authorized and sold as
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.
The foregoing opinions assume that (i) the consideration designated in the
applicable Corporate Proceedings for any Common Stock shall have been received
by the Corporation in accordance with applicable law; (ii) the applicable
Indenture and any Warrant Agreement shall have been duly authorized, executed
and delivered by all parties thereto other than the Corporation; (iii) the
Registration Statement shall have become effective under the Securities Act; and
(iv) the applicable Indenture shall have become duly qualified under the Trust
Indenture Act of 1939, as amended.
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 Opinions" with respect to the matters stated therein.
Very truly yours,
/s/ Jeffrey A. Brown
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Jeffrey A. Brown
Senior Corporate Counsel
Law Department
