EXHIBIT 99
[MASCO LETTERHEAD]
May 14, 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 shares of
Common Stock, $1.00 par value (the "Common Stock"), 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
22,000,000 shares of Common Stock (the "Shares") in an underwritten public
offering pursuant to an Underwriting Agreement dated as of May 8, 2002 between
the Company and the underwriters named therein. The prospectus dated January 8,
2002 and the prospectus supplement dated May 8, 2002 relating to the Shares (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;
and
(2) The issuance of the Shares has been duly authorized by
appropriate corporate action, the Shares have been duly issued and sold as
described in the Registration Statements, including the Prospectus and
Prospectus Supplement relating to the Shares, and the Shares have been legally
issued and are fully paid and non-assessable.
Masco Corporation
May 14, 2002
Page 2
I hereby consent to the filing of this opinion as Exhibit 5 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
-------------------------
John R. Leekley
Senior Vice President and
General Counsel