EXHIBIT 5.01
February 8, 1999
NIKE, Inc.
One Bowerman Drive
Beaverton, Oregon 97005-6453
Re: Shelf Registration of $500,000,000
Aggregate Initial Offering Price of Debt Securities
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Ladies and Gentlemen:
In connection with the registration statement on Form S-3 (the
"Registration Statement") filed on February 8, 1999 with the Securities and
Exchange Commission under the Securities Act of 1933, relating to the offering
from time to time, as set forth in the prospectus contained in the Registration
Statement (the "Prospectus") and as to be set forth in one or more supplements
to the Prospectus, by NIKE, Inc., an Oregon corporation (the "Company"), of Debt
Securities (the "Debt Securities") in one or more series at an aggregate initial
offering price of up to $500,000,000 or its equivalent in another currency or
composite currency, you have requested my opinion with respect to the matters
set forth below.
In my capacity as General Counsel of the Company in connection with
such registration, I am familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Debt Securities, and for the purposes of this opinion, have assumed such
proceedings will be timely completed in the manner presently proposed. In
addition, I, or members of my staff, have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to my satisfaction of such documents,
corporate records and instruments, as I have deemed necessary or appropriate for
purposes of this opinion.
In my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals, and the
conformity to authentic original documents of all documents submitted to me as
copies.
I am opining herein as to the effect on the subject transaction only
of the internal laws of the State of Oregon and I express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
other local agencies within the State of Oregon.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Registration Statement.
NIKE, Inc.
February 8, 1999
Page 2
Subject to the foregoing and the other matters set forth herein, it is
my opinion that as of the date hereof the Debt Securities have been duly
authorized by all necessary corporate action of the Company.
I consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to me contained under the heading
"Legal Matters" in the Prospectus included therein.
Very truly yours,
/s/ James C. Carter
James C. Carter, Esq.
General Counsel