EXHIBIT 5.1
[Letterhead of Piper Rudnick]
203 North LaSalle Street, Suite 1800
Chicago, Illinois 60601-1293
MAIN 312.368.4000 FAX 312.236.7516
September 13, 2002
The Boeing Company
100 North Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
We have served as counsel for The Boeing Company, a Delaware corporation
(the "Company"), in connection with the Company's registration statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), relating to debt securities with a maximum offering
price of up to $1,000,000,000 (the "Securities") filed with the Securities and
Exchange Commission on September 13, 2002. This opinion letter is furnished to
you at your request to enable the Company to fulfill the requirements of Item
601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with
the Registration Statement.
We assume that the classification, if any, terms and conditions, amount,
issuance and sale of the Securities to be offered from time to time will be duly
authorized and determined by proper action by the Company consistent with the
procedures and terms described in the Registration Statement and in accordance
with the Company's Restated Certificate of Incorporation (the "Certificate of
Incorporation"), and with the applicable laws of the State of Delaware.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. An executed copy of the Registration Statement.
2. The Certificate of Incorporation as certified by the Assistant
Secretary of the Company on the date hereof as then being complete,
accurate and in effect.
3. The By-Laws, as amended to date, of the Company as certified by the
Assistant Secretary of the Company on the date hereof as then being
complete, accurate and in effect.
The Boeing Company
September 13, 2002
Page 2
4. Resolutions of the Board of Directors of the Company adopted on August
27, 2002 as certified by the Assistant Secretary of the Company on the
date hereof as then being complete, accurate and in effect, approving
the issuance and registration of the Securities and related matters.
The opinions set forth herein are qualified as stated therein and are
qualified further by the following:
a. This opinion is based upon existing laws, ordinances and regulations
in effect as of the date hereof and as they presently apply.
b. We are admitted to practice law in the State of Illinois. We express
no opinion as to the effect of the laws of any state or jurisdiction
other than the Delaware General Corporation Law ("DGCL") and the laws
of the United States of America upon the transactions described
herein.
c. The Securities will be issued from time to time either in whole or in
part under one or the other of two separate indentures each between
the Company and JPMorgan Chase Bank, as trustee (each of such
indentures being herein called an "Indenture" and such indentures
being collectively called the "Indentures").
d. In rendering the opinions set forth below, we have relied, to the
extent we believe appropriate, as to matters of fact, (i) upon
certificates or statements of public officials and of the officers of
the Company and (ii) upon representations and warranties of the
Company contained in the Registration Statement, as applicable, and we
have made no independent investigation or verification of said facts.
No opinion is being expressed as to the effect of any event, fact or
circumstance of which we have no actual knowledge.
e. We have assumed the competency of the signatories to the Registration
Statement, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic
copies, and the accuracy and completeness of all records made
available to us.
f. The opinions hereafter expressed are qualified to the extent that: (i)
the characterization of, and the enforceability of any rights or
remedies in, any agreement or instrument may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or transfer, equitable subordination, or similar laws and
doctrines affecting the rights of creditors generally and general
equitable principles; (ii) the availability of specific
The Boeing Company
September 13, 2002
Page 3
performance, injunctive relief or any other equitable remedy is
subject to the discretion of a court of competent jurisdiction; (iii)
a waiver of rights under any usury law may be unenforceable; and (iv)
the provisions of any document, agreement or instrument that (a) may
require indemnification or contribution for liabilities under the
provisions of any Federal or state securities laws or in respect to
the neglect or wrongful conduct of the indemnified party or its
representatives or agents, (b) purport to confer, waive or consent to
the jurisdiction of any court, or (c) waive any right granted by
common or statutory law, may be unenforceable as against public
policy.
Based upon, subject to and limited by the foregoing, we are of the opinion
that when:
a. the Registration Statement and any amendments thereto have become
effective;
b. the issuance of the Securities and approval of the final terms thereof
have been duly authorized for issuance by the Company by appropriate
corporate action and the Securities have been duly executed,
authenticated and delivered against payment therefor, as contemplated
by the applicable prospectus and/or prospectus supplement made part of
the Registration Statement and any underlying underwriting or purchase
agreement; and
c. the related Indenture or Indentures, as the case may be, have been
duly authorized by appropriate corporate action and have been duly
executed and delivered;
subject to the final terms of the Securities being in compliance with then
applicable law, the Securities will be legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms and
will entitle the holders thereof to the benefits provided by the related
Indenture or Indentures.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement on the date of this opinion letter and will be incorporated by
reference into the Registration Statement. This opinion letter should not be
quoted in whole or in part or otherwise be referred to, nor filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent (i) to be named in the Registration Statement, and in the
Prospectus, as attorneys who will pass upon the legality of the Securities to be
sold thereunder and (ii) to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this opinion, we do not thereby admit that we
are an "expert" within the meaning of the Securities Act.
The Boeing Company
September 13, 2002
Page 4
We call your attention to the fact that, although we represent the Company
in connection with the subject transaction, our engagement has been limited to
specific matters as to which we have been consulted.
This opinion is limited to the matters stated herein. We disavow any
obligation to update this opinion or advise you of any changes in our opinion in
the event of changes in applicable laws or facts or if additional or newly
discovered information is brought to our attention. This opinion is provided to
you as a legal opinion only and not as a guaranty or warranty of the matters
discussed herein or in the documents referred to herein. No opinion may be
inferred or implied beyond the matters expressly stated herein and no portion of
this opinion may be quoted or in any other way published without the prior
written consent of the undersigned.
Very truly yours,
/s/ Piper Rudnick
PIPER RUDNICK