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                                                                     EXHIBIT 8.2
 
             [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]
 
                                                                   June 20, 1997
 
McDonnell Douglas Corporation
P.O. Box 516
St. Louis, Missouri 63166
 
Dear Ladies and Gentlemen:
 
     We have acted as special counsel to McDonnell Douglas Corporation, a
Maryland corporation ("McDonnell Douglas"), in connection with the contemplated
merger (the "Merger") of West Acquisition Corp. ("Merger Sub"), a newly-formed,
direct, wholly-owned subsidiary of The Boeing Company ("Boeing"), with and into
McDonnell Douglas, pursuant to an Agreement and Plan of Merger dated as of
December 14, 1996 (the "Merger Agreement") among Boeing, Merger Sub and
McDonnell Douglas. The delivery of this opinion, dated as of June 20, 1997, is a
condition to the Merger pursuant to section 7.1(g) of the Merger Agreement. All
capitalized terms used herein, unless otherwise specified, have the meanings
assigned to them in the Merger Agreement.
 
     In rendering our opinion, we have examined and relied upon the accuracy and
completeness of the facts, information, covenants and representations contained
in originals or copies, certified or otherwise identified to our satisfaction,
of the Merger Agreement and such other documents as we have deemed necessary or
appropriate as a basis for the opinion set forth below. In addition, we have
relied upon certain statements, representations and agreements made by McDonnell
Douglas, Boeing and Merger Sub, including representations set forth in
certificates from officers of McDonnell Douglas and Boeing and from the
stockholders of McDonnell Douglas (the "Stockholders") in the form of Exhibits
7.1(g)(1), 7.1(g)(2) and 7.1(g)(3) to the Merger Agreement (the "Representation
Letters"). 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, representations and
agreements made by McDonnell Douglas, Boeing, the Stockholders and others,
including those set forth in the Representation Letters.
 
     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 the authenticity of the
originals of such documents. We also have assumed that the transactions related
to the Merger or contemplated by the Merger Agreement will be consummated in
accordance with such agreements. Furthermore, we have assumed that the Merger
qualifies as a statutory merger under the laws of the State of Maryland.
 
     In rendering our opinion, we have considered the applicable provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations
promulgated thereunder, pertinent judicial authorities, interpretive rulings of
the Internal Revenue Service and such other authorities as we have considered
relevant. It should be noted that statutes, regulations, judicial decisions and
administrative interpretations are subject to change at any time and, in some
circumstances, with retroactive effect. A change in the authorities upon which
our opinion is based could affect our conclusions.
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McDonnell Douglas Corporation
June 20, 1997
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                                    OPINION
 
     Based solely upon the foregoing, we are of the opinion that under current
law, the Merger will qualify as a reorganization within the meaning of section
368(a) of the Code and, accordingly, for United States federal income tax
purposes:
 
     (i) Each of McDonnell Douglas, Merger Sub and Boeing will be parties to
     such reorganization within the meaning of Section 368(b) of the Code;
 
     (ii) No gain or loss will be recognized by McDonnell Douglas, Merger Sub or
     Boeing as a result of the Merger;
 
     (iii) No gain or loss will be recognized by the Stockholders as a result of
     the exchange of all of their stock of McDonnell Douglas ("McDonnell Douglas
     Stock") solely for stock of Boeing ("Boeing Stock") pursuant to the Merger
     (except with respect to cash received in lieu of a fractional share
     interest in Boeing Stock);
 
     (iv) The aggregate tax basis of the Boeing Stock received by the
     Stockholders pursuant to the Merger will be the same as the aggregate tax
     basis of the McDonnell Douglas Stock surrendered in exchange therefor
     (reduced by any amount allocable to a fractional share interest in Boeing
     Stock for which cash is received);
 
     (v) Cash received by a Stockholder in lieu of a fractional share interest
     in Boeing Stock will be treated as having been received in redemption of
     such fractional share interest, and such Stockholder will recognize gain or
     loss, for United States federal income tax purposes, equal to the
     difference between the amount of cash received and the portion of the
     Stockholder's basis in the share of McDonnell Douglas Stock allocable to
     such fractional share interest in Boeing Stock. Such gain or loss will be
     long-term capital gain or loss if such share of McDonnell Douglas Stock has
     been held as a capital asset for more than one year at the Effective Time;
     and
 
     (vi) The holding period of the Boeing Stock received by the Stockholders
     will include the period during which the McDonnell Douglas Stock
     surrendered in exchange therefor was held.
 
     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 Merger or of any
transactions related to the Merger or contemplated by the Merger Agreement. We
are furnishing this opinion to you solely in connection with section 7.1(g) of
the Merger Agreement and it is not to be used, circulated, quoted or otherwise
referred to for any purpose without our express written permission. We consent
to the use of our name under the heading "THE MERGER -- Certain Federal Income
Tax Consequences" in the Joint Proxy Statement/Prospectus. We hereby consent to
the filing of this opinion with the Securities and Exchange Commission (the
"Commission") as Exhibit 8.2 to the Joint Proxy Statement/Prospectus. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933 or the
rules and regulations of the Commission promulgated thereunder. This opinion is
expressed as of the date hereof, and we disclaim any undertaking to advise you
of any subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.
 
                                  Very truly yours,
 
                                  /s/  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP