EXHIBIT 5.1
Winston & Stawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
March 23, 2004
The Boeing Company
100 North Riverside Plaza
Chicago, Illinois 60606
Ladies and Gentlemen:
We have acted as special counsel to The Boeing Company, a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
Company, pursuant to a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), of a
maximum offering price of up to $1,000,000,000 of the Company's debt securities,
which may be either senior (the "Senior Debt Securities") or subordinated (the
"Subordinated Debt Securities") (collectively, the "Debt Securities") and shares
of common stock of the Company, par value $5.00 per share ("Common Stock"), as
may be issued upon conversion or exchange of the Debt Securities (the "Shares,"
and, together with the Debt Securities, the "Securities").
The Securities will be sold or delivered from time to time, pursuant to
Rule 415 of the General Rules and Regulations promulgated under the Act, as set
forth in the Registration Statement, any amendments thereto, the prospectus
contained therein (the "Prospectus") and supplements to the Prospectus (the
"Prospectus Supplements").
The Senior Debt Securities will be issued in one or more series pursuant to
an indenture (together with any supplemental indentures, the "Senior Indenture")
dated as of February 1, 2003 entered into between the Company and JPMorgan Chase
Bank, as Trustee (the "Trustee"). The Subordinated Debt Securities will be
issued in one or more series pursuant to an indenture (together with any
supplemental indentures, the "Subordinated Indenture," and, collectively, with
the Senior Indenture, the "Indentures") to be entered into between the Company
and the Trustee in substantially the form filed as an exhibit to the
Registration Statement. The Shares may be issued from time to time upon
conversion or exchange of Debt Securities.
The Boeing Company
Page 2
This opinion letter is being delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.
In rendering the opinions set forth herein, we have examined originals or
copies, unidentified or otherwise identified to our satisfaction, of:
(i) the Registration Statement;
(ii) the Indentures;
(iii) the Restated Certificate of Incorporation of the Company, as
amended, as currently in effect;
(iv) the Amended By-Laws of the Company as currently in effect;
(v) certain resolutions adopted to date by the Board of Directors of the
Company relating to the Securities;
and such other agreements, instruments and documents, and such questions of law
as we have deemed necessary or appropriate to enable us to render the opinions
expressed below. Additionally, we have examined originals or copies, certified
to our satisfaction, of such certificates of public officials and officers and
representatives of the Company, and we have made such inquiries of officers and
representatives of the Company, as we have deemed relevant or necessary in
connection with the opinions set forth herein.
In rendering the opinions expressed below, we have, with your consent,
assumed the legal capacity of all natural persons, that the signatures of
persons signing all documents in connection with which this opinion letter is
rendered are genuine, all documents submitted to us as originals or duplicate
originals are authentic and all documents submitted to us as copies, whether
certified or not, conform to authentic original documents. Additionally, we
have, with your consent, assumed and relied upon the following:
(a) the accuracy and completeness of all certificates and other statements,
documents, records, financial statements and papers reviewed by us, and the
accuracy and completeness of all representations, warranties, schedules and
exhibits contained in the Indentures, with respect to the factual matters set
forth therein;
(b) all parties to the documents reviewed by us are duly organized and all
parties to the documents reviewed by us are validly existing and in good
standing under the laws of all jurisdictions where they are conducting their
businesses or otherwise required to be so qualified, and all parties to such
documents (other than the Company) have full power and authority to execute,
deliver and perform under such documents and all such documents have been duly
authorized, executed and delivered by such parties; and
(c) the Indentures constitute the valid and binding obligation of each
party thereto (other than the Company) enforceable against such party in
accordance with its terms.
The Boeing Company
Page 3
Based upon the foregoing and subject to the qualifications and assumptions
stated herein, we are of the opinion that:
1. With respect to the Debt Securities, assuming (a) the
Registration Statement and any amendments thereto have become
effective under the Act, (b) the taking of all necessary corporate
action to approve the issuance and terms of any Debt Securities, the
terms of the offering thereof and related matters by the Board of
Directors of the Company, a duly constituted and acting committee of
the Board or duly authorized officers of the Company (such Board of
Directors, committee or authorized officers being referred to herein
as the "Board"), (c) due authorization, execution and delivery of the
related Indenture, (d) the due execution, authentication, issuance and
delivery of such Debt Securities, upon payment of the consideration
therefor provided for in the applicable definitive purchase,
underwriting or similar agreement approved by the Board and otherwise
in accordance with the provisions of the applicable Indenture and such
agreement and (e) the final terms of the Debt Securities being in
compliance with then applicable law, such Debt Securities will be
valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as enforcement thereof
may be limited by bankruptcy, insolvency, reorganization and other
similar laws affecting enforcement of creditors' rights generally and
except as enforcement thereof is subject to general principals of
equity (regardless of whether enforceability is considered in a
proceeding in equity or at law);
2. With respect to the Shares, assuming (a) the taking by the Board of
Directors of the Company of all necessary corporate action to
authorize and approve the issuance of the Shares, (b) due issuance and
delivery of the Shares, upon conversion or exchange of the underlying
Debt Securities in accordance with their terms and (c) that the
certificates evidencing such Shares have been duly executed and
delivered, the Shares, when issued upon the conversion or exchange of
the Debt Securities, will be duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock of the Company.
The opinions expressed herein are based upon and are limited to the laws of
the State of New York, the General Corporation Law of the State of Delaware,
including the applicable provisions of the Delaware Constitution and reported
decisions interpreting those laws, and the laws of the United States of America
to the extent specifically referred to herein, and we express no opinion with
respect to the laws of any other state or jurisdiction.
Our opinions set forth in this letter are based upon the facts in existence
and laws in effect on the date hereof and we expressly disclaim any obligation
to update our opinions herein, regardless of whether changes in such facts or
laws come to our attention after the delivery hereof.
The Boeing Company
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We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Registration Statement. In giving such consent, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission. This opinion letter may be relied upon only
in connection with the issuance of Securities while the Registration Statement
is effective.
Very truly yours,
/s/ Winston & Strawn LLP