Exhibit 5.1

    ATTORNEYS AT LAW
 
777 EAST WISCONSIN AVENUE
MILWAUKEE, WI 53202-5306
414.271.2400 TEL
414.297.4900 FAX
WWW.FOLEY.COM

May 22, 2023

BorgWarner Inc.

3850 Hamlin Road

Auburn Hills, Michigan 48326  

Ladies and Gentlemen:

We have acted as counsel for BorgWarner Inc., a Delaware corporation (the “Company”), in conjunction with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), registering 17,000,000 shares (the “Registered Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), 10,000,000 shares (the “2023 Plan Registered Shares”) of which may be issued pursuant to the BorgWarner Inc. 2023 Stock Incentive Plan (the “2023 Plan”) and 7,000,000 shares (the “2018 Plan Registered Shares”) of which may be issued pursuant to the BorgWarner Inc. 2018 Stock Incentive Plan (the “2018 Plan”).

In connection with our representation, we have examined: (a) the 2023 Plan, the 2018 Plan and related documents; (b) the Registration Statement, including the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (c) the Restated Certificate of Incorporation of the Company and the Amended and Restated By-Laws of the Company, each as amended to date; (d) the resolutions of the Company’s Board of Directors relating to the 2023 Plan and the 2018 Plan and the issuance of Common Stock under the 2023 Plan and the 2018 Plan; and (e) such other corporate proceedings, documents and records as we have deemed necessary or appropriate to enable us to render this opinion.

In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have also assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.

It is understood that this opinion is to be used only in connection with the offer and sale of the Registered Shares while the Registration Statement is effective.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus that forms a part thereof, other than as expressly stated herein with respect to the issuance of the Registered Shares.

Based upon the foregoing, we are of the opinion that (i) each of the 2023 Plan Registered Shares, if and when issued by the Company pursuant to the terms and conditions of the 2023 Plan and as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable and (ii) each of the 2018 Plan Registered Shares, if and when issued by the Company pursuant to the terms and conditions of the 2018 Plan and as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable.

AUSTIN
BOSTON
CHICAGO
DALLAS
DENVER DETROIT
HOUSTON
JACKSONVILLE
LOS ANGELES
MADISON MEXICO CITY
MIAMI
MILWAUKEE
NEW YORK
ORLANDO SACRAMENTO
SALT LAKE CITY
SAN DIEGO
SAN FRANCISCO
SILICON VALLEY TALLAHASSEE
TAMPA
WASHINGTON, D.C.
BRUSSELS
TOKYO

 

May 22, 2023

Page 2

We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP

Foley & Lardner LLP