Exhibit 5
July 30, 2024
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W
Washington, DC 20549
Re: Registration Statement on Form S-8
Dear Sir/Madam:
I am Senior Executive Counsel of Textron Inc., a Delaware corporation (“Textron”). As such I have acted as its counsel in connection with the preparation and filing by Textron of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 with respect to the registration of 10,000,000 additional shares of its Common Stock, par value $0.125 per share (the “Securities”) which may be sold pursuant to the Textron Inc. 2024 Long-Term Incentive Plan.
I am familiar with Textron’s Restated Certificate of Incorporation, as amended, and Amended and Restated By-laws, and I have examined such corporate proceedings of Textron and such matters of law as I have deemed necessary to enable me to render this opinion.
Based upon the foregoing, it is my opinion that when the Securities have been sold as described in the Registration Statement, they will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
| Very truly yours, | |
| /s/ Jayne M. Donegan | |
| Jayne M. Donegan | |
| Senior Executive Counsel |
