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EXHIBIT 5
November 9, 2000
ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084
Re: Meritor Automotive, Inc. Savings Plan
Registration Statement on Form S-8
Dear Sirs:
I am Vice President, General Counsel and Secretary of ArvinMeritor, Inc.
("Company"), an Indiana corporation, and I am delivering this opinion in
connection with the Registration Statement on Form S-8 ("Registration
Statement"), to be filed on or about the date hereof, registering under the
Securities Act of 1933, as amended ("Act"), 300,000 shares of the Company's
common stock, $1.00 par value (including the associated preferred share purchase
rights) ("Stock"), which may be issued from time to time by the Company in
connection with the Meritor Automotive, Inc. Savings Plan ("Plan"), and
interests in the Plan. I have examined such documents, records and matters of
law as I have deemed necessary as a basis for the opinions hereinafter
expressed.
On the basis of the foregoing, and having due regard for legal considerations
that I deem relevant, I am of the opinion that when the Registration Statement
has become effective under the Act and the Stock has been duly issued and
delivered pursuant to the terms of the Plan, the Stock will be legally issued,
fully paid and non-assessable.
I express no opinion herein as to any laws other than the Business Corporation
Law of the State of Indiana and the Federal laws of the United States.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the incorporation by reference into the
Registration Statement of the references to me under the headings "Item 1.
Business - Environmental Matters" and "Item 3. Legal Proceedings" in the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1999.
Very truly yours,
/s/ Vernon G. Baker, II
-----------------------------
Vernon G. Baker, II
Senior Vice President,
General Counsel and Secretary
