8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 7, 2019

Motorola Solutions, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-7221	36-1115800
(Commission File Number)	(IRS Employer Identification No.)
500 W. Monroe Street
Chicago, Illinois	60661
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (847) 576-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events

On January 7, 2019, Motorola Solutions, Inc. (the “Company”) filed with the Securities and Exchange Commission a prospectus supplement dated January 7, 2019, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, pursuant to the Company’s effective shelf registration statement on Form S-3ASR (Registration No. 333-223828). The prospectus supplement was filed to register the resale from time to time by certain selling stockholders of up to 1,802,379 shares of the Company’s common stock.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Number	Exhibit
Exhibit 5.1	Opinion of Winston & Strawn LLP as to the legality of the securities being registered.
Exhibit 23.1	Consent of Winston & Strawn LLP (contained in the opinion filed as Exhibit 5.1).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOTOROLA SOLUTIONS, INC.
	(Registrant)
Dated: January 7, 2019	By:	/s/ Kristin L. Kruska
	Name:	Kristin L. Kruska
	Title:	Corporate Vice President, Transactions, Corporate & Securities Law and Secretary

EX-5.1

Exhibit 5.1

		35 W. Wacker Drive
		Chicago, IL 60601
		T +1 312 558 5600
	North America    Europe    Asia	F +1 312 558 5700

January 7, 2019

Motorola Solutions, Inc.

500 W. Monroe Street

Chicago, Illinois 60661

Re: Prospectus Supplement to Form S-3ASR

Ladies and Gentlemen:

We have acted as special counsel to Motorola Solutions, Inc., a Delaware corporation (the “Company”), in connection with the registration of the offer and resale of 1,802,379 shares of common stock, par value $0.01 per share (the “Shares”), of the Company by selling stockholders named in a supplement to the prospectus (the “Prospectus Supplement”) to the Company’s registration statement on Form S-3ASR (the “Registration Statement”), File No. 333-223828, filed on January 7, 2019 with the Securities and Exchange Commission the under the Securities Act of 1933, as amended (the “Securities Act”).

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

In rendering the opinion set forth below, we have examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinion, including (i) the certificate of incorporation of the Company, as amended, as in effect on the date hereof, (ii) the by-laws of the Company, as in effect on the date hereof, and (iii) resolutions of the Board of Directors of the Company relating to, among other matters, the issuance of the Shares. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinion expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and nonassessable.

The opinion expressed herein is based upon and limited to the General Corporation Law of the State of Delaware, including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing. We express no opinion herein as to any other laws, statutes, regulations or ordinances.

Page 2

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement included in the Registration Statement. In giving such consent, we do not thereby admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission or that this consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Winston & Strawn LLP