EXHIBIT 5.2
                      [on Sullivan & Cromwell Letterhead]

                                                                   June 14, 2002

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



Dear Sirs:

      In connection with the registration under the Securities Act of 1933 (the
"Act") of U.S.$2,500,000,000 principal amount of debt securities (the
"Securities") of Koninklijke Philips Electronics N.V., a company organized under
the laws of the Netherlands (the "Company"), we, as your United States counsel,
have examined such corporate records, certificates and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.

      Upon the basis of such examination, we advise you that, in our opinion,
when (i) the Registration Statement has become effective under the Act, (ii) the
Second Supplemental Indenture (the "Second Supplemental Indenture") to the
Indenture relating to the Securities, dated August 1, 1993, between the Company
and Citibank N.A., as successor

Koninklijke Philips Electronics N.V.                                         -2-

trustee (the "Initial Indenture"), as supplemented by the First Supplemental
Indenture, dated May 6, 1994, between the Company and Citibank N.A., as
successor trustee (the "First Supplemental Indenture") and, together with the
Second Supplemental Indenture and the Initial Indenture, the "Indenture"), has
been duly authorized, executed and delivered, (iii) the terms of the Securities
and of their issuance and sale have been duly established in conformity with the
Indenture so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon the Company and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company, and (iv) the Securities have been
duly executed and authenticated in accordance with the Indenture and issued and
sold as contemplated in the Registration Statement, the Securities will
constitute valid and legally binding obligations of the Company subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

Koninklijke Philips Electronics N.V.                                         -3-

      We note that, as of the date of this opinion, a judgment for money in an
action based on a Security denominated in a foreign currency or currency unit in
a Federal or state court in the United States ordinarily would be enforced in
the United States only in United States dollars. The date used to determine the
rate of conversion of the foreign currency or currency unit in which a
particular Security is denominated into United States dollars will depend on
various factors, including which court renders the judgment. In the case of a
Security denominated in a foreign currency, a state court in the State of New
York rendering a judgment on such Security would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the Security is denominated, and such judgment would be converted into
United States dollars at the exchange rate prevailing on the date of the entry
of the judgment.

      The foregoing opinion is limited to the Federal laws of the United States
and the laws of the State of New York and we are expressing no opinion as to the
effect of the laws of any other jurisdiction. We note that, as to all matters of
Netherlands law, you are being provided with the

Koninklijke Philips Electronics N.V.                                         -4-

opinion, dated today's date, of Mr. Albert F. Verdam, Netherlands legal advisor
to the Company.

      We have, with your approval, relied as to certain matters on information
obtained from public officials, officers of the Company and other sources
believed by us to be responsible. We have assumed that (i) the Initial Indenture
and the First Supplemental Indenture have been, and the Second Supplemental
Indenture will be, duly authorized, executed and delivered by the Trustee
thereunder, (ii) the Initial Indenture and the First Supplemental Indenture have
been, and the Second Supplemental Indenture will be, duly authorized, executed
and delivered under Netherlands law and (iii) the Securities will constitute
valid and legally binding obligations of the Company under Netherlands law,
assumptions which we have not independently verified.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Validity of
Securities" in the Prospectus included in the Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Act.


                                                Very truly yours,



                                                /s/ Sullivan & Cromwell