Exhibit 5
December 28, 2000
Motorola, Inc.
1303 E. Algonquin Road
Schaumburg, Illinois 60196
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (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, relating to Motorola
Management Deferred Compensation Plan Obligations ("Obligations") to be
issued from time to time by Motorola in connection with the Motorola
Management Deferred Compensation Plan (the "Plan"). This opinion
relates to the Obligations covered by the Registration Statement.
I am Vice President, Corporate and Securities in the Law
Department of Motorola and as such have acted as counsel to Motorola in
connection with preparation of the Registration Statement and the Plan.
As such counsel, it is my opinion that these Obligations when issued or
sold in accordance with the Plan, will be valid and binding obligations
of Motorola, enforceable in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency or other laws of
general applicability relating to or affecting enforcement of
creditors' rights or by general principles of equity. 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 consent to the use of this opinion as an exhibit to this
Registration Statement. 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/Carol H. Forsyte
Carol H. Forsyte
Vice President Corporate and
Securities
