Attached files
| file | filename |
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| 8-K - FORD MOTOR CO. 8-K 11-6-2009 - FORD MOTOR CO | form8-k.htm |
| EX-4.1 - EXHIBIT 4.1 - FORD MOTOR CO | ex4_1.htm |
Exhibit 5
and 23
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Office
of the General Counsel
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One
American Road
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Peter
J. Sherry, Jr.
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Room
1134, WHQ
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Associate
General Counsel
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Dearborn,
Michigan 48126
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313/323-2130
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313/248-8713
(Fax)
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psherry@ford.com
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November
9, 2009
Ford
Motor Company
One
American Road
Dearborn,
MI, 48126
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Re:
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Registration
Statement
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Ladies
and Gentlemen:
Reference
is made to the Registration Statement on Form S-3 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") on June 2,
2008, by Ford Motor Company (the "Company") for the registration of debt
securities ("Debt Securities"). The Debt Securities are to be issued
pursuant to the provisions of an Indenture dated as of January 30, 2002, as
supplemented (the "Indenture"), between the Company and The Bank of New York
Mellon, as Trustee (the "Trustee").
Pursuant
to the terms of the Indenture, the Company has created as a series of Debt
Securities its 4.25% Senior Convertible Notes due 2016 (the "Notes") in an
aggregate principal amount of $2,875,000,000, which Notes are convertible into
shares of common stock, par value $.01 per share (the "Common Stock") of the
Company, cash or a combination of cash and shares of Common Stock, at the
Company's election.
As
Secretary of the Company, I am familiar with the Restated Certificate of
Incorporation and the By-laws of the Company and with the affairs of the
Company. I also am familiar with the Company's action taken pursuant
to Sections 2.01 and 3.01 of the Indenture to establish the Notes as a series of
Debt Securities under the Indenture. I have also examined such other
documents and instruments and have made such further investigation as I have
deemed necessary or appropriate in connection with this opinion.
Based on
the foregoing, it is my opinion that:
1. the
Notes constitute legal, valid and binding obligations of the
Company.
2. the
Common Stock initially issuable upon conversion of the Notes has been duly
authorized and reserved and, when issued upon conversion of the Notes in
accordance with the terms of the Notes and the Indenture, will be validly
issued, fully paid and non-assessable.
- 2
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My
opinions expressed herein are subject to the qualification that I express no
opinion as to the applicability of, compliance with, or effect of (i) any
bankruptcy, reorganization, insolvency, 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. I further
express no opinion as to the (y) validity, legally binding effect or
enforceability of any provision in the Notes or the Indenture that requires or
relates to adjustments to the conversion price at a rate or in an amount that a
court would determine in the circumstances under applicable law to be
commercially unreasonable or a penalty or forfeiture and (z) validity,
legally binding effect or enforceability of any provision in the Notes or the
Indenture that permits holders to collect any portion of stated principal amount
upon acceleration of the Notes to the extent determined to constitute unearned
interest.
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 an expert in the laws of other jurisdictions. However,
I have made, or cause to be made, such investigation as I have deemed
appropriate with respect to the laws of other jurisdictions in connection with
the opinion 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
opinion.
I hereby
consent to the filing of this opinion as Exhibit 5 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, | |
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/s/
Peter J. Sherry, Jr.
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Peter
J. Sherry, Jr.
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Secretary
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