EXHIBIT 5.1
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Office of the General
Counsel
Peter Sherry, Jr.
Assistant General Counsel
313/323-2130
313/337-9591 (Fax)
psherry@ford.com
One American Road
Room 1038 WHQ
Dearborn, Michigan 48126
[FORD MOTOR COMPANY LOGO]
December 14, 2001
Ford Motor Company
One American Road
Dearborn, Michigan 48126
Re: Registration of Securities
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-3 (the
"Registration Statement") being filed with the Securities and Exchange
Commission (the "Commission") on or about December 14, 2001, by Ford Motor
Company, (the "Company") and by Ford Motor Company Capital Trust II, Ford Motor
Company Capital Trust III and Ford Motor Company Capital Trust IV, each a
statutory business trust formed under the laws of the State of Delaware (each a
"Trust" and collectively, the "Trusts"). The Registration Statement relates to
the issuance and sale from time to time, pursuant to Rule 415 of the General
Rules and Regulations promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), of the following securities in one or more series: (i)
debt securities of the Company ("Debt Securities"), consisting of debentures,
notes and/or other evidences of indebtedness, which may be unsubordinated or
subordinated to certain other obligations of the Company; (ii) preferred stock,
par value $1.00 per share, of the Company ("Preferred Stock"); (iii) depositary
shares, each representing a fraction of a share of Preferred Stock ("Depositary
Shares"), to be evidenced by depositary receipts (the "Depositary Receipts")
issued pursuant to a Deposit Agreement among the Company, a bank or trust
company selected by the Company to act as a depositary (the "Depositary") and
the holders from time to time of the Depositary Receipts (the "Deposit
Agreement"); (iv) common stock, par value $0.01 per share, of the Company
("Common Stock"); (v) warrants to purchase Debt Securities, Preferred Stock,
Depositary Shares or Common Stock ("Warrants"); (vi) Trust Preferred Securities
of one or more of the Trusts ("Trust Preferred Securities"), and related
guarantees by the Company (individually, a "Trust Guarantee," and collectively,
the "Trust Guarantees"); (vii) stock purchase contracts, including contracts
obligating holders to purchase shares of Common Stock, Preferred Stock or
Depositary Shares at a future date or dates ("Purchase Contracts"); and (vii)
units consisting of a Purchase Contract and Debt Securities, Trust Preferred
Securities or debt obligations of third parties, in each case securing the
holder's obligation under a Purchase Contract ("Units," and together with the
Debt Securities, Preferred Stock, Depositary Shares, Common Stock, Warrants,
Trust Preferred Securities, Trust Guarantees and Purchase Contracts,
"Securities").
As an Assistant General Counsel and Assistant Secretary of the Company,
I am familiar with the Restated Certificate of Incorporation and the By-Laws and
with the affairs of the Company. I also have examined such other documents and
instruments and have made such further investigation as I have deemed necessary
or appropriate in connection with this opinion.
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Based on the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing as a
corporation under the laws of the State of Delaware.
2. When (i) the registration requirements of the Securities Act have
been complied with, (ii) the indenture between the Company and the Trustee
pursuant to which the Debt Securities are to be issued (the "Indenture") has
been qualified under the United States Trust Indenture Act of 1939, as amended
(the "TIA"), (iii) the form or forms of the Debt Securities and the final terms
thereof have been duly approved or established by appropriate corporate action
taken by the Company and in accordance with the terms of the Indenture, and (iv)
the Debt Securities have been duly executed, authenticated, completed, issued
and delivered against payment therefor in accordance with such corporate action,
the Indenture and in the manner contemplated by the Registration Statement, the
Debt Securities will thereupon be legally issued and binding obligations of the
Company.
3. When (i) the registration requirements of the Act have been complied
with, (ii) the forms of the Preferred Stock and the Depositary Shares and the
final terms thereof have been duly approved or established by appropriate
corporate action taken by the Company (including the filing of the certificate
of designations relating to the Preferred Stock with the Delaware Secretary of
State), (iii) the Preferred Stock and the Depositary Shares have been duly
issued and sold against payment therefor in accordance with such corporate
action and in the manner contemplated by the Registration Statement and (iv),
with respect to the Depositary Shares only, the Depositary has duly executed the
Depositary Receipts in accordance with the terms of the Deposit Agreement (the
Company having deposited the Preferred Stock with the Depositary pursuant to the
Deposit Agreement), the Preferred Stock will be validly issued, fully paid and
nonassessable (provided that the consideration paid therefor is not less than
the par value thereof), will not have been issued in violation of or subject to
any preemptive rights, and will have the rights set forth in the Company's
Restated Certificate of Incorporation, as then amended, including the amendment
effected by the Certificate of Designations relating to the Preferred Stock, and
the Depositary Shares will represent legal and valid interests in the shares of
Preferred Stock.
4. When (i) the registration requirements of the Securities Act have
been complied with, (ii) appropriate corporate action has been taken by the
Company to authorize the issuance of Common Stock, (iii) Common Stock shall have
been duly issued and sold by the Company against payment therefor in accordance
with such corporate action and in the manner contemplated by the Registration
Statement, and (iv) if issued in physical form, certificates representing shares
of Common Stock have been duly executed by the duly authorized officers of the
Company in accordance with applicable law or, if issued in book entry form, an
appropriate account statement evidencing shares of Common Stock credited to the
purchaser's account maintained with the Company's transfer agent for Common
Stock has been issued by said transfer agent, such Common Stock will be validly
issued, fully paid and nonassessable (provided that the consideration paid
therefor is not less than the par value thereof).
5. When (i) the registration requirements of the Securities Act have
been complied with, (ii) the appropriate corporate action has been taken by the
Company to authorize the form, terms, execution and delivery of the Warrants and
(iii) Warrants with such terms are duly executed, attested, issued and delivered
by duly authorized officers of the Company against payment in the manner
provided for in the warrant agreement pursuant to which the Warrants are to be
issued and such corporate action, such Warrants will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.
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6. When (i) the registration requirements of the Securities Act have
been complied with, (ii) the appropriate corporate action has been taken by the
Company to authorize the form, terms, execution and delivery of the Trust
Guarantees with respect to the Trust Preferred Securities to be issued by the
Trusts, (iii) the applicable guarantee agreement pursuant to which the Trust
Guarantees are to be issued has been qualified under the TIA and the related
Trust Guarantee has been duly executed and authenticated in accordance with the
provisions of the applicable guarantee agreement, (v) the applicable Trust's
declaration of trust has been qualified under the TIA and has been duly executed
and delivered by the Company and the other parties thereto, (vi) making and
performing the Trust Guarantees is necessary or convenient to the conduct,
promotion or attainment of the business of the Company and (vii) such Trust
Preferred Securities shall have been duly authorized for issuance by the
applicable Trust's declaration of trust, and duly executed, issued and delivered
by duly authorized trustees of the applicable Trust against payment of the
consideration therefor and authenticated by the trustee for the Trust
Guarantees, all in the manner provided for in the applicable declaration of
trust, such Trust Guarantees will constitute valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms.
7. When (i) the registration requirements of the Securities Act have
been complied with, (ii) the appropriate corporate action has been taken by the
Company to authorize the form, terms, execution and delivery of the Purchase
Contracts and (iii) the Purchase Contracts with such terms are duly executed,
attested, issued and delivered by duly authorized officers of the Company
against payment therefor in the manner provided for in the Purchase Contracts
and such corporate action, such Purchase Contracts will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.
8. When (i) the registration requirements of the Securities Act have
been complied with, (ii) the appropriate corporate action has been taken by the
Company to authorize the form, terms, execution and delivery of the Units and
(iii) the Units with such terms are duly executed, attested, issued and
delivered by duly authorized officers of the Company against payment therefor in
the manner provided for in the agreement pursuant to which the Units are to be
issued and such corporate action, such Units will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
My opinions expressed above are subject to the qualifications that I
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law or judicially developed doctrine in
this area (such as substantive consolidation or equitable subordination)
affecting the enforcement of creditors' rights generally, (ii) general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law) and (iii) public policy considerations which may
limit the rights of parties to obtain certain remedies.
For purposes of the relevant opinions above, I have assumed that (i)
the Trust Preferred Securities will have been validly issued and will be fully
paid and non-assessable and (ii) the declaration of trust of each Trust has been
duly authorized, executed and delivered by, and constitutes a valid, binding and
enforceable obligation of, the parties thereto and that the Trusts have been
duly organized and are validly existing in good standing as business trusts
under Delaware law.
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I wish to point out that I am a member of the Bar of the State of
Michigan and do not hold myself out as expert in the laws of other states.
However, I have made, or caused to be made, such investigation as I have deemed
appropriate with respect to the laws of other states in connection with the
opinions expressed herein, and nothing has come to my attention in the course of
such investigation which would lead me to question the correctness of such
opinions.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this consent, I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission issued thereunder.
Very truly yours,
/s/ Peter Sherry, Jr.
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Peter Sherry, Jr.
Assistant General Counsel and
Assistant Secretary