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[Simpson Thacher & Bartlett letterhead]
June 26, 2000
TD Waterhouse Group, Inc.
100 Wall Street
New York, New York 10005
Ladies and Gentlemen:
We have acted as counsel to TD Waterhouse Group, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the issuance of 32,850,000 shares of Common
Stock (the "Shares"), par value $.01 per share (the "Common Stock"), of the
Company pursuant to the 1999 TD Waterhouse Group, Inc. Stock Incentive Plan (the
"Plan").
We have examined the Registration Statement and the Plan, which
has been filed with the Commission as an exhibit to the Registration Statement.
We also have examined the originals, or duplicates or certified or conformed
copies, of such records, agreements, instruments and other documents and have
made such other and further investigations as we have deemed relevant and
necessary in connection with the opinions expressed herein. As to questions of
fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company.
In such examination, we 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 duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents.
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TD Waterhouse Group, Inc.
June 26, 2000
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Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that (1) when the Board of
Directors of the Company (the "Board") has taken all necessary corporate action
to authorize and approve the issuance of the Shares and (2) upon issuance and
delivery of the Shares in accordance with the Plan, the Shares will be validly
issued, fully paid and nonassessable.
We are members of the Bar of the State of New York and we 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.
We hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT
