The Boeing Company
November 27, 2024
Page 2
In connection therewith, 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 Merger Agreement, (ii) the Registration Statement, (iii) the Certificate of Incorporation of Boeing in the form attached as Exhibit 3.1 to the Registration Statement, (iv) the Bylaws of Boeing in the form attached as Exhibit 3.2 to the Registration Statement, (v) resolutions of the board of directors of Boeing that pertain to the Merger Agreement and the issuance of the Registered Shares pursuant thereto and (vi) the forms of Boeing Equity Award Agreements. In addition, we have also made such further legal and factual examinations and investigations as we considered necessary or appropriate for purposes of expressing the opinions set forth herein.
For purposes of this letter, 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 such persons signing on behalf of the parties thereto, and the due authorization, execution and delivery of all documents by the parties thereto other than Boeing. We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of the officers and other representatives of Boeing and others as to factual matters.
In furnishing this opinion, we have further assumed that (i) the Registration Statement (including any post-effective amendments), will have become effective, (ii) all Registered Shares will be issued and delivered in accordance with the terms of the Merger Agreement and in the manner specified in the Registration Statement and, additionally with respect to the Equity Award Shares, in accordance with the terms of the Boeing Equity Award Agreements, (iii) the Boeing Equity Award Agreements, in the form submitted for our review, without alternation or amendment (other than identifying the appropriate date) will be valid and binding obligations of Boeing; and (iv) the other conditions to consummating the transactions contemplated by the Merger Agreement will have been satisfied or duly waived.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that (i) when issued and delivered in accordance with the terms and conditions of the Merger Agreement, the Merger Consideration Shares and ESPP Shares will be validly issued, fully paid and non-assessable; and (ii) when issued in accordance with the terms and conditions of the Boeing Equity Award Agreements and the Merger Agreement, including the vesting and settlement conditions contained therein, the Equity Award Shares will be validly issued, fully paid and nonassessable.
Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
