EXHIBIT 5.1
BLACKROCK, INC.
345 PARK AVENUE
NEW YORK, NY 10154
November 20, 2000
BlackRock, Inc.
345 Park Avenue
New York, NY 10154
Ladies and Gentlemen:
I am general counsel of BlackRock, Inc., a Delaware corporation
(the "Company"). In connection with the issuance from time to time by the
Company of up to 500,000 shares of class A common stock, par value $0.01
per share, of the Company (the "Common Stock") pursuant to The PNC
Financial Services Group, Inc. Incentive Savings Plan (the "ISP"), I have
examined and am familiar with originals or copies, certified or otherwise
identified to my satisfaction, of each of (i) the Registration Statement on
Form S-8 relating to an aggregate of 500,000 shares of Common Stock (the
"Registration Statement"), (ii) the ISP, (iii) the Amended and Restated
Certificate of Incorporation of the Company, (iv) the Amended and Restated
Bylaws of the Company, (v) Amendment No. 1 to the Amended and Restated
Bylaws of the Company, (vi) resolutions of the Board relating to the
proposed issuance and registration of 500,000 shares of Common Stock, and
(vii) such other documents as I have deemed necessary or appropriate as a
basis for the opinion set forth herein.
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Securities Act").
I am admitted to the bar in the State of New York, and I do not
express any opinion as to the laws of any other jurisdiction other than the
General Corporation Law of the State of Delaware and the laws of the United
States of America to the extent referred to specifically herein.
Based upon the foregoing, I am of the opinion that the 500,000
shares of Common Stock reserved for issuance pursuant to the ISP as of the
date hereof (prior to any adjustment for subsequent events pursuant to the
ISP) have been duly authorized and, when so issued in accordance with the
terms of the ISP, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities
and Exchange Commission (the "Commission") as Exhibit 5.1 to the
Registration Statement. I also consent to be named in the Registration
Statement under the heading "Interests of Named Experts and Counsel". In
giving this consent, I do not thereby admit that I am included in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Robert P. Connolly
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Robert P. Connolly
General Counsel
