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Chicago, Illinois 60654
(312)862-2000
www.kirkland.com
Exhibit 5.1
May 4, 2020
The Boeing Company
100 North Riverside
Chicago, Illinois 60606-1596
Re: Registration Statement on FormS-3
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as legal counsel to The Boeing Company, a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company of $3,000,000,000 aggregate principal amount of 4.508% Senior Notes due 2023 (the “2023 Notes”), $3,500,000,000 aggregate principal amount of 4.875% Senior Notes due 2025 (the “2025 Notes”), $2,000,000,000 aggregate principal amount of 5.040% Senior Notes due 2027 (the “2027 Notes”), $4,500,000,000 aggregate principal amount of 5.150% Senior Notes due 2030 (the “2030 Notes”), $3,000,000,000 aggregate principal amount of 5.705% Senior Notes due 2040 (the “2040 Notes”), $5,500,000,000 aggregate principal amount of 5.805% Senior Notes due 2050, (the “2050 Notes”) and $3,500,000,000 aggregate principal amount of 5.930% Senior Notes due 2060 (the “2060 Notes,” together with the 2023 Notes, the 2025 Notes, the 2027 Notes, the 2030 Notes, the 2040 Notes and the 2050 Notes, the “Notes”) under the Securities Act of 1933, as amended (the “Securities Act”).
In that connection, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the certificate of incorporation andby-laws of the Company, (ii) the registration statement on FormS-3 (No.333-219630) (as amended or supplemented, the “Registration Statement”) to which this letter is an exhibit, (iii) the indenture, dated February 1, 2003, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee to JPMorgan Chase Bank (the “Indenture”), and (iv) copies of the Notes.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of
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