EXHIBIT 5
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SCHIFF HARDIN & WAITE
6600 Sears Tower, Chicago, Illinois 60606
(312) 258-5500
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August 4, 2000
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549-1004
Re: ArvinMeritor, Inc. - Registration of 14,000 Shares
of Common Stock on Form S-3
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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-3 (the "Registration
Statement") covering 14,000 shares of common stock, $1 par value per
share (and the associated preferred share purchase rights) of the
Company (the "Shares") to be issued under the ArvinMeritor, Inc.
Employee Savings Plan (the "Plan").
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, we are of the opinion that (i) the
written provisions of the current Plan document as amended comply with
the applicable provisions of the Employee Retirement Income Security
Act of 1974; and (ii) the Shares, when issued in accordance with the
terms of the 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/ Frederick L. Hartmann
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Frederick L. Hartmann
