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EXHIBIT 5
January 5, 2001
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 95,000,000
shares of the Common Stock, $0.01 par value (the "Shares"), of the Corporation,
which may be issued by the Corporation registered pursuant to the 2001 Incentive
Stock Plan (the "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.
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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