EX-2
from SC 13D/A
1 page
Appendix 2 Information Concerning the Directors and Executive Officers of Motorola Smr, Inc. the Following Table Sets Forth the Name, Business Address, and Principal Occupation or Employment at the Present Time for Each Director and Executive Officer of Motorola Smr, Inc. Unless Otherwise Noted, Each Such Person Is a Citizen of the United States. in Addition, Unless Otherwise Noted, Each Such Person's Business Address Is 1303 East Algonquin Road, Schaumburg, Illinois 60196. Directors of Motorola Smr, Inc. Carl F. Koenemann President of Motorola Smr, Inc. Executive Vice President and Chief Financial Officer of Motorola, Inc. Steve P. Earhart Vice President of Smr, Inc. Senior Vice President and Corporate Director of Finance of Motorola, Inc. Garth L. Milne Treasurer of Smr, Inc. Senior Vice President and Treasurer of Motorola, Inc. Executive Officers of Motorola Smr, Inc. (Who Are Not Also Directors of Motorola Smr, Inc.) A. Peter Lawson Secretary of Smr, Inc. Executive Vice President, General Counsel and Secretary of Motorola, Inc
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EX-2
from S-3
1 page
Exhibit 5 May 4, 2000 Motorola, Inc. 1303 E. Algonquin Road Schaumburg, Illinois 60196 Gentlemen: I Refer to the Registration Statement on Form S-3 (The "Registration Statement") to Be Filed by Motorola, Inc., a Delaware Corporation ("Motorola"), With the Securities and Exchange Commission Under the Securities Act of 1933, as Amended. the Registration Statement Relates to the Sale of 3,408,075 Shares of Common Stock, $3 Par Value Per Share ("Motorola Common Stock"), of Motorola to Be Sold From Time to Time by the Stockholders Named in the Registration Statement. This Opinion Relates to the Shares of Motorola Common Stock Covered by the Registration Statement (The "Subject Shares"). I Am Senior Corporate Counsel in the Law Department of Motorola and as Such Have Acted as Counsel to Motorola in Connection With Preparation of the Registration Statement. as Such Counsel, It Is My Opinion That Those Subject Shares Have Been Validly and Legally Issued and Are Fully Paid and Nonassessable. in Arriving at the Foregoing Opinion, I Have Examined and Relied Upon, and Am Familiar With, Originals or Copies, Certified or Otherwise Identified to My Satisfaction, of Such Documents, Corporate Records, Certificates of Officers of Motorola and of Public Officials, and Other Instruments as I Have Deemed Necessary or Appropriate for the Purposes of the Opinion Set Forth Above. I Hereby Consent to the Filing of This Opinion as an Exhibit to the Registration Statement and to the Use of My Name Under the Caption "Legal Opinion." 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 of 1933. Very Truly Yours, /S/ Jeffrey A. Brown Jeffrey A. Brown Senior Corporate Counsel
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