Opinion of Counsel regarding legality of the Common Stock being registered

EX-5.1 2 dex51.htm OPINION OF COUNSEL REGARDING LEGALITY OF THE COMMON STOCK BEING REGISTERED Opinion of Counsel regarding legality of the Common Stock being registered

Exhibit 5.1

[Letterhead of The Boeing Company]

February 20, 2007

The Boeing Company

100 North Riverside

Chicago, IL 60606-1596

RE:

Registration Statement on Form S-8

Gentlemen and Ladies:

As Assistant General Counsel of The Boeing Company (the “Company”), I have acted as counsel in connection with the registration statement on Form S-8 (the “Registration Statement”) that is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (the “Act”), with respect to up to an aggregate of 39,000,000 shares of common stock, $5.00 par value per share, of the Company (the “Shares”), of which up to 30,000,000 shares may be issued pursuant to The Boeing Company 2003 Incentive Stock Plan (As Amended and Restated Effective February 27, 2006) (the “2003 Plan”) and up to 9,000,000 shares may be issued pursuant to The Boeing Company Voluntary Investment Plan (together with the 2003 Plan, the “Plans”).

I have examined the Registration Statement, the Company’s Amended and Restated Certificate of Incorporation as amended to date, the Company’s By-Laws as amended to date, and such resolutions of the Company’s Board of Directors and other documentation as I have deemed necessary for the purpose of this opinion.

Based on and subject to the foregoing, I am of the opinion that the Shares that may be issued by the Company pursuant to the Plans as original issuance shares, upon the due execution by the Company and registration by its registrar of the Shares and the issuance thereof by the Company in accordance with the terms of the Plans, and the receipt of consideration therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me under the heading “Interests of Named Experts and Counsel” in the Registration Statement.

Cordially,

/s/ James C. Johnson

James C. Johnson

Vice President, Corporate Secretary and

Assistant General Counsel