Exhibit
5.1
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Office
of the General Counsel
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One
American Road
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Peter
J. Sherry, Jr.
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Room
1134, WHQ
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Associate
General Counsel
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Dearborn,
Michigan 48126
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313/323-2130
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313/248-8713
(Fax)
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October
2, 2008
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Ladies
and Gentlemen:
This will
refer to the Registration Statement on Form S-8 (the "Registration Statement")
that is being filed by Ford Motor Company (the "Company") with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), with respect to 50,000,000 shares of
Common Stock, par value $.01 per share, of the Company ("Common Stock"),
relating to the Ford Motor Company Savings and Stock Investment Plan for
Salaried Employees (the "Plan").
As
Associate General Counsel and Secretary of the Company, I am familiar with the
Restated Certificate of Incorporation and the By-Laws of the Company and with
its affairs, including the actions taken by the Company in connection with the
Plan. 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.
Based
upon 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) All
necessary corporate proceedings have been taken to authorize the issuance of the
shares of Common Stock being registered under the Registration Statement, and
all such shares of Common Stock acquired by Fidelity Management Trust Company,
as trustee under the Master Trust Agreement, as amended and restated as of
January 1, 2005, relating to the Plan (the "Master Trust Agreement") and as
trustee under the Plan, in accordance with the Master Trust Agreement and the
Plan will be legally issued, fully paid and non-assessable when the Registration
Statement shall have become effective and the Company shall have received
therefor the consideration provided in the Plan (but not less than the par value
thereof).
I hereby
consent to the use 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.
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Very
truly yours,
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/s/ Peter J. Sherry,
Jr.
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Peter
J. Sherry, Jr.
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Associate
General Counsel
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and
Secretary
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