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Exhibit 5
[Letterhead of Brown & Wood LLP]
August 31, 2000
Merrill Lynch & Co., Inc.
4 World Financial Center
New York, New York 10080
Dear Sirs:
We have acted as counsel for Merrill Lynch & Co., Inc., a Delaware
corporation (the "Company"), in connection with the proposed filing with the
Securities and Exchange Commission expected to be made on or about August 31,
2000 under the Securities Act of 1933, as amended, of a Registration Statement
on Form S-8 (the "Registration Statement") for the purpose of registering
$500,000,000 of Deferred Compensation Obligations, which represent unsecured
obligations of the Company to pay deferred compensation in the future in
accordance with the terms of the Merrill Lynch & Co., Inc. 2001 Deferred
Compensation Plan for a Select Group of Eligible Employees (the "Plan"). In such
capacity, we have examined the Restated Certificate of Incorporation and By-Laws
of the Company, the Plan, and such other documents of the Company as we have
deemed necessary or appropriate for the purposes of the opinion expressed
herein.
Based upon the foregoing, we advise you that, in our opinion, when issued
in accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name wherever appearing in the Registration
Statement and any amendment thereto.
Very truly yours,
/s/ Brown & Wood LLP
