Exhibit 5.1
[Letterhead of The Boeing Company]
December 22, 2008
The Boeing Company
100 North Riverside
Chicago, IL 60606-1596
| RE: | Registration Statement on Form S-8 |
Gentlemen and Ladies:
As Assistant General Counsel of The Boeing Company (the Company), I have acted as counsel in connection with the registration statement on Form S-8 (the Registration Statement) that is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (the Act), for the purpose of registering $150,000,000 of deferred compensation obligations (the Obligations) which will represent unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Supplemental Benefit Plan for Employees of The Boeing Company (the Plan).
I have examined the Registration Statement, the Companys Amended and Restated Certificate of Incorporation as amended to date, the Companys By-Laws as amended to date, and such resolutions of the Companys Board of Directors and other documentation as I have deemed necessary for the purpose of this opinion.
Based on and subject to the foregoing, I am of the opinion that, when issued by the Company in accordance with the provisions of the Plan, the Obligations will be valid and binding obligations of the Company, enforceable in accordance with their terms, subject, as to enforcement, (i) to bankruptcy, insolvency and other laws of general applicability relating to or affecting enforcement of creditors rights and (ii) to general principles of equity.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading Interests of Named Experts and Counsel in the Registration Statement.
| Cordially, |
| /s/ Michael F. Lohr |
| Michael F. Lohr |
| Vice President, Corporate Secretary and Assistant General Counsel |