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EXHIBIT 5
June 30, 2000
The McGraw-Hill Companies, Inc.
1221 Avenue of the Americas
New York, New York 10020
Ladies and Gentlemen:
I have acted as counsel to The McGraw-Hill Companies, Inc. (the
"Corporation") in connection with the 1993 Employee Stock Incentive Plan (the
"Plan"), as more fully described in the Registration Statement on Form S-8 being
filed by the Corporation with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended.
In my opinion the shares of Common Stock, par value $1.00, of the
Corporation covered by the Plan have been duly authorized and, when issued in
accordance with the terms of the Plan, will be legally and validly issued, fully
paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the above
described Registration Statement and to the reference to this opinion in said
Registration Statement, and any amendments thereto.
Very truly yours,
/S/ Kenneth M. Vittor
Kenneth M. Vittor
KMV/v_f
