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                                                                     Exhibit 8.1

                        [Letterhead of Perkins Coie LLP]

                                  May 13, 1998



The Boeing Company
7755 East Marginal Way South
Seattle, WA  98108

         RE:      EXCHANGE OFFER FOR 6-5/8% DEBENTURES DUE
                  FEBRUARY 15, 2038

Ladies and Gentlemen:

         We have acted as counsel to The Boeing Company, a Delaware corporation
(the "Company"), in connection with an offer (the "Exchange Offer") by the
Company to exchange up to $300,000,000 aggregate principal amount of its 6-5/8%
Debentures due February 15, 2038 (the "Exchange Debentures") that have been
registered under the Securities Act of 1933, as amended (the "Act") pursuant to
a registration statement on Form S-4 (Registration No. 333-__) filed with the
Securities and Exchange Commission on May 13, 1998 (together with the Prospectus
contained therein and the amendments thereto, the "Registration Statement") for
a like aggregate principal amount of its outstanding 6-5/8% Debentures due
February 15, 2038, which were issued and sold in a transaction exempt from
registration under the Act (the "Original Debentures").

         In connection with this opinion, we have examined the Registration
Statement and such other documents as we have deemed necessary. Furthermore, we
have relied upon certain statements and representations made by officers of the
Company and others. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such other documents, certificates,
and records as we have deemed necessary or appropriate as a basis for the
opinion set forth herein.

         In rendering our opinion, we have participated in the preparation of
the Registration Statement. Our opinion is conditioned on, among other things,
the initial and continuing accuracy of the facts, information, covenants, and
representations set forth in the documents referred to above and the statements
and representations made 
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by officers of the Company and others. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photostatic
copies and that the transactions related to the exchange of the Exchange
Debentures for the Original Debentures will be consummated in the manner
contemplated by the Registration Statement.

         In rendering our opinion, we have considered the provisions of the
Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated
thereunder, judicial decisions, and Internal Revenue Service rulings, all as in
effect on the date hereof and all of which are subject to change, which changes
may be retroactively applied. A change in the authorities upon which our opinion
is based could affect our conclusions.

         Based upon and subject to the foregoing, and subject to the discussion
and limitations set forth in the Registration Statement under the heading
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES," we are of the opinion that, although
the discussion set forth in the Registration Statement under the heading
"CERTAIN FEDERAL INCOME TAX CONSEQUENCES" does not purport to discuss all
possible United States federal income tax consequences of the Exchange Offer and
the transactions contemplated thereby, such discussion constitutes a fair and
accurate summary of the material United States federal income tax consequences
(other than consequences that are material to a holder based on such holder's
particular tax situation) of the exchange of the Exchange Debentures for the
Original Debentures.

         Except as set forth above, we express no opinion to any party as to the
tax consequences, whether federal, state, local or foreign, of the exchange of
the Exchange Debentures for the Original Debentures. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of person
whose consent is required under section 7 of the Securities Act of 1933, as
amended. We disclaim any
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undertaking to advise you of subsequent changes of the facts as assumed herein
or any subsequent changes in applicable law.

                                       Very truly yours,


                                       PERKINS COIE