EXHIBIT 5
Office of the General Counsel
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One American Road | |
Peter J. Sherry, Jr.
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Room 1134, WHQ | |
Associate General Counsel
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Dearborn, Michigan 48126 | |
313/323-2130 |
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313/248-8713 (Fax) |
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June 2, 2008
Ford Motor Company
One American Road
Dearborn, Michigan 48126
One American Road
Dearborn, Michigan 48126
Re: Registration of Securities
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the Registration Statement)
being filed with the Securities and Exchange Commission (the
Commission) on or about June 2,
2008, by Ford Motor Company, (the Company). The Registration Statement relates to the issuance
and sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended (the Securities Act), of the following securities in
one or more series: (i) debt securities of the Company (Debt Securities), consisting of
debentures, notes and/or other evidences of indebtedness, which may be unsubordinated or
subordinated to certain other obligations of the Company; (ii) preferred stock, par value $1.00
per share, of the Company (Preferred Stock); (iii) depositary shares, each representing a
fraction of a share of Preferred Stock (Depositary Shares), to be evidenced by depositary
receipts (the Depositary Receipts) issued pursuant to a Deposit Agreement among the Company, a
bank or trust company selected by the Company to act as a depositary (the Depositary) and the
holders from time to time of the Depositary Receipts (the Deposit Agreement); (iv) common stock,
par value $0.01 per share, of the Company (Common Stock); (v) warrants to purchase Debt
Securities, Preferred Stock, Depositary Shares or Common Stock (Warrants); (vi) stock purchase
contracts, including contracts obligating holders to purchase shares of Common Stock , Preferred
Stock or Depositary Shares at a future date or dates (Purchase Contracts); and (vi) units
consisting of a Purchase Contract and Debt Securities, or debt obligations of third parties, in
each case securing the holders obligation under a Purchase Contract (Units, and together with
the Debt Securities, Preferred Stock, Depositary Shares, Common Stock, Warrants, Trust Preferred
Securities, Trust Guarantees and Purchase Contracts, Securities).
As an Associate General Counsel and Secretary of the Company, I am familiar with the Restated
Certificate of Incorporation and the By-Laws and with the affairs of the Company. I also have
examined such other documents and instruments and have made such further investigation as I have
deemed necessary or appropriate in connection with this opinion.
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Based on the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing as a corporation under the laws of
the State of Delaware.
2. When (i) the registration requirements of the Securities Act have been complied with, (ii)
appropriate corporate action has been taken by the Company to authorize the issuance of Common
Stock (iii) the indenture between the Company and the Trustee pursuant to which the Debt Securities
are to be issued (the Indenture) has been qualified under the United States Trust Indenture Act
of 1939, as amended (the TIA), (iv) the form or forms of the Debt Securities and the final terms
thereof have been duly approved or established by such corporate action and in accordance with the
terms of the Indenture, and (v) the Debt Securities have been duly executed, authenticated,
completed, issued and delivered against payment therefor in accordance with such corporate action,
the Indenture and in the manner contemplated by the Registration Statement, the Debt Securities
will thereupon be legally issued and binding obligations of the Company.
3. When (i) the registration requirements of the Securities Act have been complied with, (ii)
appropriate corporate action has been taken by the Company to authorize the issuance of Common
Stock (iii) the forms of the Preferred Stock and the Depositary Shares and the final terms thereof
have been duly approved or established by such action (including the filing of the certificate of
designations relating to the Preferred Stock with the Delaware Secretary of State), (iv) the
Preferred Stock and the Depositary Shares have been duly issued and sold against payment therefor
in accordance with such corporate action and in the manner contemplated by the Registration
Statement and (v), with respect to the Depositary Shares only, the Depositary has duly executed the
Depositary Receipts in accordance with the terms of the Deposit Agreement (the Company having
deposited the Preferred Stock with the Depositary pursuant to the Deposit Agreement), the Preferred
Stock will be validly issued, fully paid and nonassessable (provided that the consideration paid
therefor is not less than the par value thereof), will not have been issued in violation of or
subject to any preemptive rights, and will have the rights set forth in the Companys Restated
Certificate of Incorporation, as then amended, including the amendment effected by the Certificate
of Designations relating to the Preferred Stock, and the Depositary Shares will represent legal and
valid interests in the shares of Preferred Stock.
4. When (i) the registration requirements of the Securities Act have been complied with, (ii)
appropriate corporate action has been taken by the Company to authorize the issuance of Common
Stock, (iii) Common Stock shall have been duly issued and sold by the Company against payment
therefor in accordance with such corporate action and in the manner contemplated by the
Registration Statement, and (iv) if issued in physical form, certificates representing shares of
Common Stock have been duly executed by the duly authorized officers of the Company in accordance
with applicable law or, if issued in book entry form, an appropriate account statement evidencing
shares of Common Stock credited to the purchasers account maintained with the Companys transfer
agent for Common Stock has been issued by said transfer agent, such Common Stock will be validly
issued, fully paid and nonassessable (provided that the consideration paid therefor is not less
than the par value thereof), will not have been issued in violation of or subject to any preemptive
rights, and will have the rights set forth in the Companys Restated Certificate of Incorporation,
as then amended.
5. When (i) the registration requirements of the Securities Act have been complied with,
(ii) the appropriate corporate action has been taken by the Company to authorize the form, terms,
execution and delivery of the Warrants and (iii) Warrants with such terms are duly executed,
attested, issued and delivered by duly authorized officers of the Company against payment in the
manner provided for in the warrant agreement pursuant to which the Warrants are to be issued and
such corporate action, such
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Warrants will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
6. When (i) the registration requirements of the Securities Act have been complied with, (ii)
the appropriate corporate action has been taken by the Company to authorize the form, terms,
execution and
delivery of the Purchase Contracts and (iii) the Purchase Contracts with such terms are duly
executed, attested, issued and delivered by duly authorized officers of the Company against payment
therefor in the manner provided for in the Purchase Contracts and such corporate action, such
Purchase Contracts will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms.
7. When (i) the registration requirements of the Securities Act have been complied with, (ii)
the appropriate corporate action has been taken by the Company to authorize the form, terms,
execution and delivery of the Units and (iii) the Units with such terms are duly executed,
attested, issued and delivered by duly authorized officers of the Company against payment therefor
in the manner provided for in the agreement pursuant to which the Units are to be issued and such
corporate action, such Units will constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms.
My opinions expressed above are subject to the qualifications that I express no opinion as to
the applicability of, compliance with, or effect of (i) any bankruptcy, insolvency, reorganization,
fraudulent transfer, fraudulent conveyance, moratorium or other similar law or judicially developed
doctrine in
this area (such as substantive consolidation or equitable subordination) affecting the enforcement
of creditors rights generally, (ii) general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law) and (iii) public policy
considerations which may limit the rights of parties to obtain certain remedies.
I wish to point out that I am a member of the Bar of the State of Michigan and do not hold
myself out as expert in the laws of other states. However, I have made, or caused to be made, such
investigation as I have deemed appropriate with respect to the laws of other states in connection
with the opinions expressed herein, and nothing has come to my attention in the course of such
investigation which would lead me to question the correctness of such opinions.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement.
In giving this consent, I do not admit that I am in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of the Commission
issued thereunder.
| Very truly yours, /s/ Peter J. Sherry, Jr. |
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Peter J. Sherry, Jr. Associate General Counsel and Secretary |
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