EXHIBIT 5
July 17, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: ARVINMERITOR, INC. -- REGISTRATION OF 2,583,703 SHARES OF
COMMON STOCK, PAR VALUE $1 PER SHARE, ON FORM S-8
Ladies and Gentlemen:
We have acted as special counsel to ArvinMeritor, Inc., an
Indiana corporation (the "Company"), in connection with the Company's
filing of a Registration Statement on Form S-8 (the "Registration
Statement") covering 847,350 shares of common stock, $1 par value
per share (and the associated preferred stock purchase rights) of the
Company (the "Shares") to be issued under the ArvinMeritor, Inc.
Employee Stock Benefit Plan, 748,356 Shares to be issued under the
ArvinMeritor, Inc. 1998 Stock Benefit Plan and 987,997 Shares to
be issued under the ArvinMeritor, Inc. 1988 Stock Benefit Plan (the
"Plans").
In this connection we have made such investigation and have
examined such documents as we have deemed necessary in order to enable
us to render the opinion contained herein.
Based upon the foregoing, it is our opinion that the 2,583,703
Shares, when issued in accordance with the terms of the applicable
Plan, and pursuant to the Registration Statement, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Fredrick L. Hartmann
----------------------------
Frederick L. Hartmann
