Exhibit 5
December 27, 2010
Motorola Mobility Holdings, Inc.
600 North US Highway 45
Libertyville, IL 60048
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Motorola Mobility Holdings, Inc., a Delaware corporation (“Motorola Mobility” or “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 12,000,000 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), authorized to be issued from time to time by Motorola Mobility under the Motorola Mobility Holdings, Inc. 2011 Employee Stock Purchase Plan (“ESPP”). This opinion relates to the shares of Common Stock covered by the Registration Statement (the “Subject Shares”).
I am Corporate Vice President and Secretary of Motorola Mobility and as such have acted as counsel to Motorola Mobility in connection with preparation of the Registration Statement and the ESPP. As such counsel, it is my opinion that those Subject Shares when issued under the ESPP, will be validly issued, fully paid and nonassessable. In arriving at the foregoing opinion, I have examined and relied upon, and am familiar with, originals or copies, certified or otherwise identified to my satisfaction, of such documents, corporate records, certificates of officers of Motorola Mobility and of public officials, and other instruments as I have deemed necessary or appropriate for the purposes of the opinion set forth above.
I consent to the use of this opinion as an exhibit to this Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act of 1933.
Very truly yours, |
/s/ Carol H. Forsyte |
Carol H. Forsyte |
Corporate Vice President and Secretary |