July
27,
2006
Brunswick
Corporation
1
N.
Field Court
Lake
Forest, Illinois 60045-4811
Re:
4,000,000 shares of Common Stock
Ladies
and Gentlemen:
I
am Vice
President, General Counsel and Secretary for Brunswick Corporation, a Delaware
corporation (“Brunswick”), and have acted as counsel for Brunswick in connection
with the preparation and filing of a Registration Statement on Form S-8 (the
“Registration Statement”) with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), relating to the registration of 4,000,000 additional shares of common
stock, $0.75 par value (the “Registered Common Stock”), to be issued under the
Brunswick 2003 Stock Incentive Plan (the “Stock Incentive Plan”).
I
am
familiar with the Stock Incentive Plan and the Registration Statement. I
have
also examined originals, or copies of originals certified or otherwise
identified to my satisfaction, of Brunswick’s corporate records. I have examined
such questions of law and have satisfied myself to such matters of fact as
I
have deemed relevant and necessary as a basis for the opinions expressed
herein.
I have assumed the authenticity of all documents submitted to me as originals,
the genuineness of all signatures, the legal capacity of all natural persons
and
the conformity with the original documents of any copies thereof submitted
to me
for my examination.
Based
upon the foregoing, I am of the opinion that:
1. Brunswick
is duly incorporated and validly existing under the laws of the State of
Delaware; and
2. Each
share of Registered Common Stock which is newly issued pursuant to the Stock
Incentive Plan will be legally issued, fully paid and non-assessable when
(i)
the Registration Statement shall have become effective under the Securities
Act;
and (ii) Brunswick’s Board of Directors or a duly authorized committee thereof
shall have authorized the issuance of such share for the consideration provided
in the Stock Incentive Plan.
This
opinion letter is limited to the General Corporation Law of the State of
Delaware and the federal laws of the United States of America. I express
no
opinion as to the application of the securities or blue sky laws of the various
states or the District of Columbia to the issuance or sale of shares of
Registered Common Stock.
I
hereby
consent to the filing of this opinion letter as an exhibit to the Registration
Statement. In giving such consent, I do not thereby admit that I am within
the
category of persons whose consent is required by Section 7 of the Securities
Act
or the related rules and regulations promulgated by the Commission.
Sincerely,
/s/
MARSCHALL
I. SMITH