EXHIBIT 5
OCTOBER 15, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC 20549
Re:
McDonald's Corporation
Registration Statement on Form S-3
Dear Ladies and Gentlemen:
In my capacity as Vice President, Associate 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 $1,000,000,000 in proposed maximum aggregate offering price of Debt
Securities to be issued under a Senior Debt Securities Indenture or a
Subordinated Debt Securities Indenture (the "Indentures"), as supplemented,
between the Company and First Union National Bank, as trustee (the "Trustee"),
all as more fully described in the registration statement on Form S-3 to which
this opinion is an exhibit (the "Registration Statement").
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.
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. 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 offered for sale, then upon the execution of the
Indentures, any indenture or indentures supplemental thereto, and the
Underwriting Agreement and the issuance and sale of the Debt Securities in
conformance with the provisions of the applicable Indenture, as
supplemented, and the Underwriting Agreement, the Debt Securities will be,
when sold, duly authorized, legally issued, fully paid and non-assessable
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.
Very truly yours,
/s/ Gloria Santona
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Gloria Santona