Exhibit 5
July 10, 2002
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
RE: McDonald's Corporation
Registration Statement on Form S-3
Ladies and Gentlemen:
In my capacity as Senior Vice President, General Counsel and Secretary
of McDonald's Corporation (the "Company"), a Delaware corporation, I have
supervised and participated in the legal proceedings and matters relating to the
registration under the Securities Act of 1933, as amended (the "Securities Act")
of $1,975,000,000 in proposed maximum aggregate offering price of Debt
Securities to be issued under a Senior Debt Securities Indenture or a
Subordinated Debt Securities Indenture (collectively, the "Indentures"), as
supplemented, by and between the Company and Wachovia Bank, National Association
(formerly, First Union National Bank), as trustee (the "Trustee"), all as more
fully described in the registration statement on Form S-3 (the "Registration
Statement") to which this opinion is an exhibit.
I am an attorney licensed to practice law in the State of Illinois and
my opinion is expressly limited to the laws of the State of Illinois, the
General Corporation Law of the State of Delaware and the federal laws of the
United States of America. The General Corporation Law of the State of Delaware
includes the statutory provisions contained therein, all applicable provisions
of the Delaware Constitution and reported judicial decisions interpreting these
laws.
I advise you that, in my opinion:
1. The Company is a corporation duly organized and existing under and
by virtue of the laws of the State of Delaware and has adequate corporate powers
to own and operate its property and to transact the business in which it is
engaged.
2. The Indentures have been duly authorized by all necessary corporate
action of the Company and have been duly executed and delivered by the Company.
3. When (a) the Registration Statement has become effective under the
Securities Act, and provided no stop order shall have been issued by the
Securities and Exchange Commission relating thereto, and (b) the Debt Securities
are qualified for sale (or exempt) under the securities laws of the states in
which they are offered for sale, then upon the execution of any indenture or
indentures supplemental to the Indentures, and the issuance and sale of the Debt
Securities in conformance with the provisions of the applicable Indenture, as
supplemented, and in the manner and on the terms set forth in the Registration
Statement, the Debt Securities will be, when sold, duly authorized, legally
issued, fully paid, non-assessable and binding obligations of the Company,
entitled to all of the benefits of the applicable Indenture, as supplemented,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforceability of creditor's rights generally
and by the effect of general principles of equity, regardless of whether
enforceability is considered in a proceeding at law or in equity.
I am aware that I am named in the Registration Statement as counsel for
the Company and hereby consent to such use of my name. I also consent to the
filing of this opinion letter as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/Gloria Santona
Gloria Santona