<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>4
<FILENAME>ex5-1.txt
<DESCRIPTION>OPINION LETTER
<TEXT>




           [Form of Exhibit 5 Opinion of Cravath, Swaine & Moore]






                              [Letterhead of]

                          CRAVATH, SWAINE & MOORE
                             [New York Office]



                                                            October 10, 2001


                           Brunswick Corporation


Dear Ladies and Gentlemen:

          We have acted as counsel for Brunswick Corporation, a Delaware
corporation (the "Company") in connection with the Registration Statement
on Form S-3 (the "Registration Statement") filed by the Company
(Registration No. 333-       ) with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933 (the "Securities Act"),
on the date hereof, with respect to (i) debt securities of the Company (the
"Debt Securities"); (ii) shares of preferred stock, $0.75 par value per
share, of the Company (the "Preferred Stock"); (iii) depository shares
evidenced by depository receipts representing shares of Preferred Stock of
the Company (the "Depository Shares"); (iv) shares of common stock, $0.75
par value per share, of the Company (the "Common Stock"); (v) warrants to
purchase any of the Debt Securities, Preferred Stock or Common Stock
(collectively, the "Warrants"); and (vi) contracts to purchase shares of
Common Stock or Preferred Stock (the "Stock Purchase Contracts"). The Debt
Securities, Preferred Stock, Depository Shares, Common Stock, Warrants and
Stock Purchase Contracts are referred to herein collectively as the
"Securities". The Securities being registered under


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the Registration Statement will be offered on a delayed basis pursuant to
the provisions of Rule 415 under the Securities Act.

          Unless otherwise provided in any prospectus supplement forming a
part of the Registration Statement (i) any series of the Debt Securities
will be issued under an Indenture (the "Indenture") between the Company and
The Bank of New York, as successor trustee to Harris Trust and Savings Bank
(as successor to First Trust of Illinois, National Association as the
successor to Bank of America of Illinois, formerly known as Continental
Illinois National Bank and Trust Company of Chicago) (the "Trustee"),
substantially in the form to be incorporated by reference into the
Registration Statement as an exhibit; (ii) any series of the Preferred
Stock will be issued under the Restated Certificate of Incorporation, as
amended, of the Company (the "Restated Certificate of Incorporation") and a
Certificate of Designations (the "Certificate of Designations"); (iii) any
shares of the Common Stock are to be issued under the Certificate of
Incorporation; and (iv) any Warrants will be issued under one or more
Warrant Agreements (each, a "Warrant Agreement") to be entered into between
the Company and warrant agents to be named by the Company (each, a "Warrant
Agent").

          In connection with the foregoing, we have examined originals, or
copies certified or otherwise identified to our satisfaction of such
documents, corporate records and other instruments as we have deemed
necessary or appropriate for the purposes of our opinion including: (i) the
Restated Certificate of Incorporation (ii) the By-laws, as amended to the
date hereof, of the Company; (iii) the form of Indenture to be incorporated
by reference into the Registration Statement as an exhibit; and (iv) the
resolutions of the Board of Directors of the Company authorizing the
registration of the Securities.

          Based upon and subject to the foregoing and assuming that (i) the
Registration Statement and any amendments thereto will have become
effective and will comply with all applicable laws at the time the
Securities are offered or issued as contemplated by the Registration
Statement; (ii) a prospectus supplement or term sheet will have been
prepared and filed with the Commission describing the Securities offered
thereby and will comply with all


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                                                                          3


applicable laws; (iii) all Securities will be issued and sold in compliance
with applicable federal and state securities laws and in the manner stated
in the Registration Statement and the appropriate prospectus supplement or
term sheet; and (iv) a definitive purchase, underwriting or similar
agreement and any other necessary agreement with respect to any Securities
offered or issued under the Registration Statement will have been duly
authorized and validly executed and delivered by the Company and the other
parties thereto, we are of the opinion as follows:

          1. Based solely on a certificate from the Secretary of State of
     the State of Delaware, the Company is a corporation validly existing
     and in good standing under the laws of the State of Delaware.

          2. With respect to the Debt Securities to be issued under the
     Indenture, when (A) the Trustee has duly executed and delivered the
     Indenture, (B) the Indenture has been validly executed and delivered
     by the Company to the Trustee, (C) the Board of Directors of the
     Company or a duly constituted and acting committee thereof (such Board
     of Directors or committee thereof being hereinafter referred to as the
     "Board") has taken all necessary corporate action to approve the
     issuance and terms of a particular series of such Debt Securities, the
     terms of the offering thereof and related matters, and (D) such Debt
     Securities have been duly executed, authenticated, issued and
     delivered in accordance with the provisions of the Indenture and the
     applicable definitive purchase, underwriting or similar agreement
     approved by the Board upon payment of the consideration therefor
     provided for therein, such Debt Securities will be validly issued and
     will constitute valid and binding obligations of the Company
     enforceable against the Company, in accordance with their terms
     (subject to applicable bankruptcy, insolvency, reorganization,
     fraudulent conveyance, moratorium or other similar laws affecting
     creditors' rights generally from time to time in effect and subject to
     general principles of equity, regardless of whether such is considered
     in a proceeding in equity or at law).


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                                                                          4


          3. With respect to shares of the Preferred Stock, when (A) the
     Board has taken all necessary corporate action to approve the issuance
     and terms of a particular series of shares of the Preferred Stock, the
     terms of the offering thereof and related matters including the
     adoption of a Certificate of Designations relating to such shares of
     the Preferred Stock and the filing of such Certificate of Designations
     with the Secretary of State of the State of Delaware and (B)
     certificates representing such shares of the Preferred Stock have been
     duly executed, countersigned, registered and delivered either (i) in
     accordance with the applicable definitive purchase, underwriting or
     similar agreement approved by the Board upon payment of the
     consideration therefor (which consideration is not less than the par
     value of the Preferred Stock) provided for therein or (ii) upon
     conversion or exercise of any other Security, in accordance with the
     terms of such Security or the instrument governing such Security
     providing for such conversion or exercise as approved by the Board,
     for consideration approved by the Board (which consideration is not
     less than the par value of the Preferred Stock), then such shares of
     the preferred Stock will be validly issued, fully paid and
     nonassessable.

          4. With respect to the Depository Shares, when (A) the Board has
     taken all necessary corporate action to approve the issuance and terms
     of the Depository Shares, the terms of the offering thereof, and
     related matters, including the adoption of a Certificate of
     Designations relating to the Preferred Stock underlying such
     Depository Shares and the filing of the Certificate of Designations
     with the Secretary of State of the State of Delaware, (B) the Deposit
     Agreement or agreements relating to the Depository Shares and the
     related depository receipts have been duly authorized and validly
     executed and delivered by the Company and the Depository appointed by
     the Company, (C) the shares of Preferred Stock underlying such
     Depository Shares have been deposited with a bank or trust company
     (which meets the requirements for the Depository set forth in the
     Registration Statement) under the applicable definitive purchase,
     underwriting or similar agreement approved by the Board upon


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                                                                          5


     payment of the consideration therefor provided for therein, the
     Depository Shares will be validly issued.

          5. With respect to shares of the Common Stock, when (A) the Board
     has taken all necessary corporate action to approve the issuance of
     and the terms of the offering of shares of the Common Stock and
     related matters and (B) certificates representing shares of the Common
     Stock have been duly executed, countersigned, registered and delivered
     either (i) in accordance with the applicable definitive purchase,
     underwriting or similar agreement approved by the Board upon payment
     of the consideration therefor (which consideration is not less than
     the par value of the Common Stock) provided for therein or (ii) upon
     conversion or exercise of any other Security, in accordance with terms
     of such Security or the instrument governing such Security providing
     for such conversion or exercise as approved by the Board, for the
     consideration approved by the Board (which consideration is not less
     than the par value of the Common Stock), then such shares of the
     Common Stock will be validly issued, fully paid and nonassessable.

          6. With respect to the Warrants, when (A) the Board has taken all
     necessary corporate action to approve the creation of and the issuance
     and terms of the Warrants, the terms of the offering thereof, and
     related matters, (B) the Warrant Agreement or Agreements relating to
     the Warrants have been duly authorized and validly executed and
     delivered by the Company and the Warrant Agent appointed by the
     Company, and (C) the Warrants or certificates representing the
     Warrants have been duly executed, countersigned, registered and
     delivered in accordance with the appropriate Warrant Agreement or
     Agreements and the applicable definitive purchase, underwriting or
     similar agreement approved by the Board upon payment of the
     consideration therefor provided for therein, the Warrants will be
     validly issued.

          7. With respect to the Stock Purchase Contracts, when (A) the
     Board has taken all necessary corporate action to approve the creation
     of and the issuance and terms of the Stock Purchase Contracts, (B) the
     Stock Purchase Contract and agreements


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                                                                          6


     relating to the Stock Purchase Contracts have been duly authorized and
     validly executed and delivered by the Company and the other parties
     thereto and (C) the Stock Purchase Contracts have been duly executed,
     countersigned, registered and delivered in accordance with the
     appropriate Stock Purchase Contract and related agreements and the
     applicable, definitive purchase, underwriting or similar agreement
     approved by the Board upon payment of the consideration therefor
     provided therein, the Stock Purchase Contracts will be valid, binding
     and legal obligations of the Company in accordance with their terms
     (subject to applicable bankruptcy, insolvency, reorganization,
     fraudulent conveyance, moratorium or other similar laws affecting
     creditors' rights generally from time to time in effect and subject to
     general principles of equity, regardless of whether such is considered
     in a proceeding in equity or at law).

          We are admitted to practice in the State of New York, and we
express no opinion as to any matters governed by any law other than the law
of the State of New York, the General Corporation Law of the State of
Delaware and the Federal law of the United States of America.



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                                                                             7


          We are aware that we are referred to under the heading "Legal
Opinions" in the prospectus forming a part of the Registration Statement
and that we may be referred to under a similar heading in a prospectus
supplement filed after the effective date of the Registration Statement. We
hereby consent to such use of our name therein and the filing of this
opinion as Exhibit 5 to the Registration Statement. In giving this consent,
we do not hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act or the Rules and
Regulations of the Commission promulgated thereunder.



                                       Very truly yours,



                                       Cravath, Swaine & Moore




Brunswick Corporation
   1 N. Field Court
      Lake Forest, Illinois 60045-9811



O


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