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EXHIBIT 23.1

December 21, 2000


Raytheon Company
141 Spring Street
Lexington, MA  02421

Re: Registration Statement on Form S-8 under the Securities Act of 1933,
as amended

Ladies and Gentlemen:

I am Vice President and Assistant General Counsel to Raytheon Company, a
Delaware corporation (the "Company"), and as such, I, and other attorneys in
this office, have participated with the Company in the preparation for filing
with the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-8 (the "Registration Statement") covering 45,000,000 shares
(the "Shares") of the Company's Class B Common Stock, par value $0.01 per share,
as well as an indeterminate number of interests (the "Interests"), which Shares
and Interests will be issued pursuant to the terms of the Raytheon Savings and
Investment Plan, Raytheon Excess Savings Plan, and Raytheon Deferred
Compensation Plan (the "Plans"). In connection with filing the Registration
Statement, the rules and regulations of the Commission require my opinion, in my
capacity as Vice President and Assistant General Counsel of the Company, on the
matters set forth below.

In rendering this opinion, I, and other attorneys in this office, have examined
and relied upon originals or copies, certified or otherwise, of all such
corporate records, documents, agreements or other instruments of the Company,
and have made such investigation of law and have discussed with the officers of
the Company such questions of fact as we have deemed necessary or appropriate.
In rendering this opinion, I have relied upon certificates and statements of
officers and directors of the Company as to factual matters, and have assumed
the geniuses of all documents submitted as copies.

This opinion is limited solely to the Delaware General Corporation Law, as
applied by courts located in Delaware, the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting those laws.

Based upon and subject to the foregoing, I am of the opinion that the Shares
will be, upon issuance thereof pursuant to the terms of the Plans, legally
issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

/s/ John W. Kapples
    John W. Kapples