EX-5.1 3 dex51.txt OPINION OF JEFFREY A. BROWN, ESQ. Exhibit 5.1 Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 August 15, 2001 Motorola, Inc. 1303 East Algonquin Road Schaumburg, Illinois 60196 Ladies and Gentlemen: I refer to the Registration Statement on Form S-4 (the "Registration Statement") of Motorola, Inc., a Delaware corporation (the "Company"), filed on August 15, 2001 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to shares of the Company's Common Stock, par value $3 per share (including the associated preferred stock purchase rights, the "Shares"), which are to be issued in connection with the merger (the "Merger") of Bayou Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), with and into RiverDelta Networks, Inc., a Delaware corporation ("RiverDelta"), pursuant to the Agreement and Plan of Merger dated as of July 11, 2001 by and among RiverDelta, the Company and Merger Sub, as amended by Amendment No. 1 thereto dated as of August 13, 2001 (as amended, the "Merger Agreement"). I have examined and am familiar with (i) the Company's Restated Certificate of Incorporation, as amended, (ii) the Company's By-Laws, as amended, and (iii) the corporate proceedings relating to the Merger Agreement and the Registration Statement. Upon the basis of the foregoing, and having satisfied myself as to such other matters of law and fact as I consider relevant for the purposes of this opinion, I advise you that, in my opinion, upon issuance and delivery of the Shares in accordance with the Merger Agreement, the Shares will have been validly issued, fully paid and non-assessable. The foregoing opinion is limited to the General Corporation Law of the State of Delaware. I express no opinion herein as to any other laws, statutes, regulations or ordinances. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement under the caption "Legal and Tax Matters." In giving this consent, I do not admit that I am within the category of persons whose consent is required by Section 7 of the Securities Act. Very truly yours, /s/ Jeffrey A. Brown ---------------------- By: Jeffrey A. Brown, Esq. Title: Senior Corporate Counsel Corporate Law Department Motorola, Inc.