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                                                                     EXHIBIT 5-A
 
December 6, 1996
 
New Rockwell International Corporation
2201 Seal Beach Boulevard
Seal Beach, CA 90740
 
Ladies and Gentlemen:
 
I am Senior Vice President, General Counsel and Secretary of New Rockwell
International Corporation, a Delaware corporation (the "Company"), and am
delivering this opinion in connection with the filing on this date 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"), certain
shares of Common Stock, par value $1.00 per share (including the associated
Preferred Share Purchase Rights) of the Company (the "Common Shares") that may
be issued in accordance with the Allen-Bradley Savings and Investment Plan for
Represented Hourly Employees (the "Plan").
 
I have examined such documents, records and matters of law as I have deemed
necessary as a basis for the opinions 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 Common Shares issued and delivered in accordance
with 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 and the Federal laws of the United States.
 
Very truly yours,
 
/s/ William J. Calise, Jr.