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EXHIBIT 5
December 20, 2000
Board of Directors
Merck & Co., Inc.
One Merck Drive
Whitehouse Station, NJ 08889-0100
Re: Merck & Co., Inc. - Common Stock
Ladies and Gentlemen:
I am the Vice President, Secretary & Assistant General Counsel of Merck &
Co., Inc., a New Jersey corporation (the "Corporation"), and in such capacity
have acted as counsel for the Corporation in connection with the proposed
registration under the Securities Act of 1933, as amended, of up to 800,000
shares of the Common Stock, $0.01 par value (the "Shares"), of the Corporation,
which may be issued by the Corporation and the plan interests registered
pursuant to the Merck-Medco Managed Care, L.L.C. 2001 Employee Stock Purchase
Plan, or any successor plans thereto, as such plans or successor plans may be
amended from time to time. I have examined such corporate records and other
documents, including the Registration Statement on Form S-8 relating to the
Shares, and have reviewed such matter of law as I have deemed necessary for this
opinion.
I am admitted to the Bar of the State of New York. The opinions
expressed herein are limited in all respects to the federal laws of the United
States of America, the laws of the State of New York, and the Business
Corporation Act of the State of New Jersey.
On the basis of the foregoing examination and review, I advise you that,
in my opinion:
1. The Corporation is a corporation duly organized and existing
under the laws of the State of New Jersey.
2. All necessary corporate action on the part of the Corporation
has been taken to authorize the issuance of the Shares, and,
when issued as described in the Registration Statement, the
Shares will be legally and validly issued, fully paid and
non-assessable.
3. The interests covered by the Registration Statement will be
valid and binding interests in the Plan.
The opinions expressed herein are rendered only to you and are solely
for your benefit and may not be relied upon by any person, firm, or corporation
for any reason without my prior written consent.
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I consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent I do not admit that I am in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Securities and Exchange
Commission thereunder.
By: /s/ Celia A. Colbert
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Celia A. Colbert
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