Exhibit 5
October 12, 2000
Moody's Corporation
99 Church Street
New York, New York 10007
To the Board of Directors
of Moody's Corporation
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Moody's Corporation
(the "Company"), a Delaware corporation, and as such, I am familiar with
the Registration Statement on Form S-8 (the "Registration Statement")
which the Company intends to file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities
Act"), relating to 750,000 shares of the Company's common stock, par
value $0.01 per share (the "Common Stock"), which may be issued to
employees in accordance with The Profit Participation Plan of Moody's
Corporation (the "Plan").
I have examined copies of the Plan, the Registration Statement (including
the exhibits thereto) and the related Summary Plan Description (the
"SPD"). In addition, I have examined, and have relied as to matters of
fact upon, the originals or copies, certified or otherwise identified to
our satisfaction, of such corporate records, agreements, documents and
other instruments and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have
made such other and further investigations, as I have deemed relevant and
necessary as a basis for the opinion hereinafter set forth.
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In such examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents.
I hereby advise you that in my opinion the shares of Common Stock
issuable in accordance with the Plan, when duly issued as contemplated by
the Registration Statement, the SPD and the Plan, will be validly issued,
fully paid and non-assessable shares of Common Stock of the Company.
I am a member of the Bar of the State of New York and do not express any
opinion herein concerning any law other than the law of the State of New
York and the Delaware General Corporation Law.
I hereby consent to the filing of this opinion letter as an Exhibit to
the Registration Statement.
Very truly yours,
/s/ John J. Goggins
_______________________________
John J. Goggins
