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EXHIBIT 5
October 31, 2000
Dell Computer Corporation
One Dell Way
Round Rock, Texas 78682
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am a Vice President - Legal of Dell Computer Corporation, a Delaware
corporation (the "Company"), and have participated in the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933 of the offer and sale of an aggregate of
100,000,000 shares of the Company's common stock, par value $.01 per share (the
"Shares"), that may be issued from time to time pursuant to awards granted under
the Dell Computer Corporation Incentive Plan (the "Plan").
In reaching the opinion set forth herein, I have examined such
agreements, certificates of public officials and officers of the Company,
records, documents and matters of law as I deemed relevant.
Based on the foregoing and subject further to the assumptions,
exceptions and qualifications hereinafter stated, I am of the opinion that the
Shares, when issued in the manner contemplated by the Registration Statement and
in accordance with the terms of the Plan and the relevant award agreements, will
be legally issued, fully paid and nonassessable.
In rendering the opinion set forth herein, I have assumed that the
Company will receive the full amount and type of consideration (as specified in
the Plan and each applicable award agreement) for each of the Shares or will
have received that consideration upon the issuance of the Shares pursuant to the
applicable award agreement, that such consideration will be in cash, personal
property or services already performed, that such consideration will equal or
exceed the par value per share of the Shares, that appropriate certificates
evidencing the Shares will be properly executed upon each such issuance and that
each grant of an award pursuant to the Plan will be duly authorized.
The opinion expressed above is limited to the laws of the State of
Texas, the Delaware General Corporation Law and the federal laws of the United
States of America. I am not admitted to the practice of law in the State of
Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not thereby admit that I
come into the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.
Sincerely,
/s/ THOMAS H. WELCH, JR.
Thomas H. Welch, Jr.
Vice President - Legal
