EXHIBIT 5.1
July 20, 2000
Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, New York 10036-2774
Ladies and Gentlemen:
I am General Counsel and Secretary of Marsh & McLennan Companies, Inc.,
a Delaware corporation (the "Company"). I have acted as counsel to the Company
in connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933, as
amended, (the "Securities Act") for the registration of 20,000,000 shares of
common stock, par value $1.00 per share, including preferred stock purchase
rights (the "Shares"), of the Company relating to the Marsh & McLennan Companies
1999 Employee Stock Purchase Plan (the "Plan").
In connection with the foregoing, I or attorneys under my supervision,
have examined the minute books and stock records of the Company, the Certificate
of Incorporation and By-Laws of the Company, the Registration Statement, the
Plan and resolutions duly adopted by the Board of Directors and the stockholders
of the Company relating to the Plan. In addition, I, or attorneys under my
supervision, have reviewed such other documents and instruments and have
conferred with various officers and directors of the Company and have
ascertained or verified such additional facts as deemed necessary or appropriate
for the purposes of this opinion. In this examination I, or attorneys under my
supervision, have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of all documents submitted as
originals, the conformity to original documents of all documents submitted as
certified, photostatic or facsimile copies and authenticity of the originals of
such latter documents.
Based upon the foregoing I am of the opinion that the Shares to be
issued under the Plan have been duly authorized and, when issued and delivered
in accordance with the terms of the Plan, will be legally issued, fully paid and
nonassessable.
My opinion is limited to matters governed by the laws of the State of
New York and the General Corporation Law of the State of Delaware.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not hereby admit that I
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
This opinion is solely for your benefit in connection with the
Company's offer and sale of the Shares, and is not to be used, circulated,
relied on, quoted or otherwise referred to for any other purpose without my
express written permission.
Very truly yours,
/s/Gregory F. Van Gundy
Gregory F. Van Gundy
General Counsel
