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EXHIBIT 5.1
January 18, 2001
The MONY Group Inc.
1740 Broadway
New York, New York 10019
Re: Registration Statement on Form S-8 Filed with the
Securities and Exchange Commission on January 18, 2001
Ladies and Gentlemen:
We are acting as special counsel for The MONY Group Inc., a
Delaware corporation (the "Company") in connection with the registration by the
Company under the Securities Act of 1933, as amended (the "Act"), of 2,000,000
shares of common stock, par value $0.01 per share (the "Shares"), to be offered
pursuant to The Advest Thrift Plan (the "Plan") under the Registration Statement
on Form S-8 filed with the Securities and Exchange Commission (the "Registration
Statement").
We are familiar with the proceedings of the Company relating to
the authorization and issuance of the Shares. In addition, we have made such
further examinations of law and fact as we have deemed appropriate in connection
with the opinion hereinafter set forth.
Based on the foregoing, we are of the opinion that the Shares to
be offered pursuant to the Plan have been duly authorized and, when issued in
accordance with the resolutions of the Board of Directors of the Company
authorizing such issuance and in accordance with the Plan, will be validly
issued and outstanding, fully paid and nonassessable.
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We are members of the Bar of the State of New York and the
opinions expressed herein are limited to the General Corporation Law of the
State of Delaware and judicial interpretations thereof.
We note that Frederick W. Kanner, Esq., a partner of our Firm, is
a member of the Board of Directors of the Company.
We hereby 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 is required under Section 7 of the
Act, or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Dewey Ballantine LLP
