EXHIBIT 5
August 4, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D. C. 20549-1004
RE: ARVINMERITOR, INC. - REGISTRATION OF 83,400 SHARES
OF COMMON STOCK ON FORM S-3
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 83,400 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 Stock Benefit 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 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
