<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>8
<FILENAME>u45117exv5w1.txt
<DESCRIPTION>OPINION OF MR. A.F.VERDAM
<TEXT>
<PAGE>
                                                                     Exhibit 5.1

DR. A.F. VERDAM                                            BREITNER CENTER
                                                           AMSTELPLEIN 2
                                                           P.O. BOX 77900
                                                           1070 MX  AMSTERDAM
                                                           THE NETHERLANDS
                                                           TEL:   +31 20 5977237
                                                           FAX:   +31 20 5977230


To: Koninklijke Philips Electronics N.V.,
Breitner Center,
Amstelplein 2,
1096 BC Amsterdam,
The Netherlands.

                                                        Amsterdam, June 13, 2002


Dear Sirs,


I have acted as Legal Advisor to the Koninklijke Philips Electronics N.V. (the
"COMPANY") as to matters of Dutch law and I am giving this legal opinion to you
in connection with the contemplated issue by the Company of securities ("Debt
Securities") under and in accordance with the indenture dated as of August 1,
1993 (the "Indenture") between the Company and Citibank N.A. as successor to
Morgan Guaranty Trust Company of New York, as trustee (the "Trustee"), as
amended by the first supplemental indenture, dated as of May 6, 1994 (the "First
Supplemental indenture") and to be further amended by a second supplemental
indenture (the "Second Supplemental Indenture").

In connection herewith I, or legal advisors under my supervision, have examined
the following documents:

(a)      a copy of the text of the executed Indenture;

(b)      a copy of the text of the executed First Supplemental Indenture;

(c)      a draft of the Second Supplemental Indenture, in the form proposed to
         be filed as an exhibit to the Company's registration statement on Form
         F-3 (the "Registration Statement") relating to the Debt Securities;

(d)      a copy of the text of the Koninklijke Philips Electronics N.V.
         Underwriting Agreement Standard Provisions (Debt Securities) in the
         form proposed to be filed as an exhibit to the Registration Statement
         (the "Underwriting Agreement");

(e)      a copy of the text of the form of distribution agreement in the form
         proposed to be filed as an exhibit to the Registration Statement (the
         "Distribution Agreement")

(f)      a draft, dated June 12, 2002 of the Registration Statement, including a
         prospectus (the "Prospectus") relating to the Debt Securities;

(the documents referred to under (a) through (e) collectively referred to as the
"AGREEMENTS"), and
<PAGE>
(g)      a copy of the resolutions of the Board of Management of the Company
         passed at the meeting of the Board of Management of the Company, held
         on January 22, 2002;

(h)      a copy of the resolutions of the Supervisory Board of the Company
         passed at the meeting of the Supervisory Board of the Company, held on
         February 1, 2002, and;

(i)      a copy of the resolutions of the Board of management of the Company
         passed at the meeting of the Board of management of the Company, held
         on May 28, 2002,

(the documents referred to under (g) through (i) collectively referred to as the
"BOARD RESOLUTIONS");

and all relevant documents of the Company and such further documents as I have
considered necessary or appropriate for the preparation of this opinion.

For the purposes of rendering this opinion I have assumed:

(i)      that, if and when the Debt Securities are issued, such issue will be
         duly authorised by a resolution of the Board of Management of the
         Company;

(ii)     that the Second Supplemental Indenture, the Underwriting Agreement, the
         Distribution Agreement and the Debt Securities have been or will be
         executed substantially in the form of the drafts and forms, and that
         the Registration Statement, including the Prospectus will be finalized
         substantially in the forms that I have reviewed for the purpose of
         rendering this opinion;

(iii)    the power, capacity and authority of all the parties (other than the
         Company) and that all the documents have been or will be (where
         appropriate) duly authorised, executed and delivered by all the parties
         thereto (other than the Company);

(iv)     that the Agreements are or will be within the capacity and powers of,
         and have been or will be duly authorised and executed by, and
         constitute the valid, binding and enforceable obligations of all the
         parties thereto (other than the Company);

(v)      that the parties to the Agreements (other than the Company) shall duly
         perform their respective obligations under the Agreements;

(vi)     the genuineness of all signatures on original documents and that the
         signatures on original documents are the signatures of the persons
         purported to have executed the same and the conformity of all copies to
         originals documents;

(vii)    that the Debt Securities will not be offered, transferred or sold, as
         part of their initial distribution or at any time thereafter, to any
         persons (including legal entities) established, domiciled or resident
         in the Netherlands;

(viii)   that the Company has submitted before the issue of the Debt Securities
         to the Netherlands Authority for the Financial Markets (Autoriteit
         Finaciele Markten) a statement that the laws and regulations of any
         jurisdiction where persons to whom the offer is made are resident are
         complied with;
<PAGE>
(ix)     that the Debt Securities will be issued, offered, sold and delivered
         (a) as contemplated in accordance with the Indenture, the First
         Supplemental Indenture and the Second Supplemental Indenture, the
         Registration Statement and the Prospectus, (b) in accordance with
         applicable law and (c) with such terms as not to violate any applicable
         law (including, for the avoidance of doubt, any law applicable at the
         time of such issue, offer, sale and delivery);

(x)      that the Debt Securities will be executed in the name of the Company by
         the manual or facsimile signature of authorized representative(s), duly
         issued, delivered and authenticated in accordance with the terms of the
         Indenture, the First Supplemental indenture and the Second Supplemental
         Indenture and duly paid for.

Based on the assumptions set out above in paragraph (i) up to and including (x)
and subject to any relevant factual matters, documents and events not disclosed
to me in the course of my examination referred to above, I am, at the date
hereof, having regard to such legal consideration as I deem relevant of the
following opinion:


1.       the Company has been duly incorporated and is validly existing as a
         legal entity in the form of a limited liability company ("naamloze
         vennootschap") duly organised under the laws of The Netherlands;

2.       the Debt Securities, if and when issued, will constitute valid and
         legally binding obligations of the Company under the laws of the
         Netherlands.

I express no opinion of any law other than the laws of The Netherlands as
presently existing. My opinion shall be governed by and construed in accordance
with the laws of The Netherlands.

The opinions expressed above are subject to bankruptcy, insolvency, fraudulent
transfer, reorganisation, moratorium and similar laws of general applicability
relating to or affecting creditor's rights and to general equity principles,
such as the Netherlands legal principle of "reasonableness and fairness"
("redelijkheid en billijkheid").

I have relied as to certain factual matters on information obtained from public
officials, officers of the Company or other sources believed by me to be
responsible and I believe that you and I are justified to rely on such
information.

  I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the references to my name under the heading "Validity
of Securities" in the Prospectus. In giving such consent, I do not thereby admit
that I am in the category of persons whose consent is required under Section 7
of the United States Securities Act of 1933, as amended.



                                                   Yours faithfully,


                                                   /s/ A.F. Verdam

                                                   A.F. Verdam


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