Exhibit 99
June 27, 2002
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
Re: Masco Corporation
Registration Statements on Form S-3
(Reg. Nos. 333-58034 and 333-73802)
Dear Sirs:
I have acted as your counsel in connection with the filing of the
Registration Statements on Form S-3 (Reg. Nos. 333-58034 and 333-73802) under
the Securities Act of 1933, as amended (the "Act"), registering securities of
Masco Corporation (the "Company"), including among other securities, debt
securities, which registration statements have heretofore become effective.
Such registration statements as amended and supplemented, including documents
incorporated therein by reference, are herein collectively referred to as the
"Registration Statements." I have also acted as your counsel in connection with
the issuance and sale of $500,000,000 aggregate principal amount of the
Company's 5-7/8% Notes Due 2012 (the "Securities") in an underwritten public
offering pursuant to an Underwriting Agreement dated as of June 24, 2002
between the Company and the underwriters named therein. The Securities are to
be issued under an Indenture dated as of February 12, 2001 between the Company
and Bank One Trust Company, National Association, as Trustee (the "Indenture").
The prospectus dated January 8, 2002 and the prospectus supplement dated June
24, 2002 relating to the Securities (the "Prospectus Supplement") in the forms
filed with the Commission pursuant to Rule 424 of the Act, including documents
incorporated therein by reference, are herein referred to as the "Prospectus."
I, or attorneys under my supervision upon whom I am relying, have examined
originals or copies, certified or otherwise identified to my satisfaction, of
such documents and corporate records, as I have deemed necessary or advisable
for the purpose of this opinion, and I have participated in the preparation of
the Registration Statements. Based upon the foregoing, I am of the opinion
that:
(1) The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware;
(2) The Indenture has been duly authorized, executed and delivered by the
Company and is a valid and binding obligation of the Company; and
(3) The issuance of the Securities has been duly authorized by appropriate
corporate action, the Securities have been duly executed, authenticated and
delivered in accordance with the Indenture and sold as described in the
Registration Statements, including the Prospectus and Prospectus Supplement
relating to the Securities, and the Securities are valid and binding
obligations of the Company entitled to the benefits of the Indenture.
I hereby consent to the filing of this opinion as Exhibit 99 to the
Company's Current Report on Form 8-K. I also consent to the reference to me
under the caption "Legal Opinions" in the Prospectus.
Very truly yours,
/s/John R. Leekley
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John R. Leekley
Senior Vice President and
General Counsel