Exhibit 5


                     [Letterhead of William J. Calise, Jr.,]

June 2, 2000


Rockwell International Corporation
777 East Wisconsin Avenue
Suite 1400
Milwaukee, WI 53202


Ladies and Gentlemen:

I  am  Senior  Vice  President,   General  Counsel  and  Secretary  of  Rockwell
International  Corporation,  a  Delaware  corporation  (the  "Company"),  and am
delivering  this  opinion  in  connection  with the  filing by the  Company of a
Registration  Statement on Form S-8 (the "Registration  Statement")  registering
under the Securities Act of 1933, as amended (the "Act"),  16,000,000  shares of
Common Stock,  par value $1 per share,  of the Company  including the associated
Preferred  Share  Purchase  Rights (the "Common  Shares")  that may be delivered
pursuant to the Rockwell  International  Corporation  2000 Long-Term  Incentives
Plan (the "Plan").

I have  examined  such  documents,  records  and matters of law as I have deemed
necessary as a basis for the opinion hereinafter expressed.  On the basis of the
foregoing, and having regard for legal considerations that I deem relevant, I am
of the opinion that when the Registration  Statement becomes effective under the
Act, any newly issued Common Shares delivered pursuant to the Plan will, when so
delivered, be legally issued, fully paid and non-assessable.

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

I express no opinion  herein as to any laws other than the  General  Corporation
Law of the  State of  Delaware  (as  well as the  applicable  provisions  of the
Delaware  Constitution  and  applicable  reported  judicial  decisions)  and the
Federal laws of the United States.

Very truly yours,

/s/ William J. Calise, Jr.