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EXHIBIT 5.1
[LETTERHEAD OF DEWEY BALLANTINE LLP]
October 17, 2000
The MONY Group Inc.
1740 Broadway
New York, New York 10019
Ladies and Gentlemen:
On September 28, 2000, The MONY Group Inc., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission a Registration
Statement on Form S-4 (the "Registration Statement") relating to the
registration of up to 4,500,000 shares of the Company's common stock, par value
$.01 per share (the "Common Stock"), that may be issued by the Company pursuant
to an Agreement and Plan of Merger dated as of August 23, 2000 (the "Merger
Agreement"), providing for the merger of The Advest Group, Inc., ("Advest") and
MONY Acquisition Corp., ("MONYAC"), a wholly-owned direct subsidiary of the
Company, with MONYAC being the surviving corporation.
It is our opinion that:
A. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware.
B. The shares of Common Stock to be issued pursuant to the Merger
Agreement:
(i) are (or will be prior to the consummation of the merger
contemplated by the Merger Agreement) duly authorized;
and
(ii) will be validly issued and outstanding, fully paid and
non-assessable upon issuance pursuant to the terms of
the Merger Agreement.
In arriving at the foregoing opinions, we have examined corporate
records, agreements and other documents of the Company deemed appropriate. In
our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.
We are opining herein as to the effect on the subject transaction only
of the General Corporation Law of the State of Delaware, and we express no
opinion with respect to the applicability thereto, or the effect thereon, of the
laws of any other jurisdiction or any other Delaware laws or as to any matters
of municipal law or the laws of any local agencies within any state.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent
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is required under Section 7 of the Securities Act of 1933, as amended, or the
Rules and Regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP
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Dewey Ballantine LLP
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