Exhibit 5
[Letterhead of Brown & Wood LLP]
September 15, 2000
Merrill Lynch & Co., Inc.
4 World Financial Center
New York, New York 10080
Ladies and Gentlemen:
We have acted as your counsel and are familiar with the corporate
proceedings had in connection with the proposed registration by Merrill Lynch
& Co., Inc. (the "Company") of up to 17,100,602 shares of common stock, par
value $1.33 1/3 per share, of the Company (the "Common Stock").
We have examined such documents and records as we deemed appropriate,
including the following:
(a) a copy of the Restated Certificate of Incorporation of the Company,
certified by the Secretary of State of the State of Delaware;
(b) a copy of the By-Laws of the Company, as amended, certified by the
Secretary of the Company to be a true and correct copy;
(c) a copy of the Company's Registration Statement on Form S-3
registering the Common Stock of the Company filed on the date
hereof (the "Registration Statement"); and
(d) a specimen of the certificate representing the Common Stock in the
form filed or incorporated by reference as an exhibit to the
Registration Statement.
Based upon the foregoing and upon such further investigation as we
deem relevant in the premises, we are of the opinion:
1. The Company has been duly incorporated under the laws of the State
of Delaware.
2. The Common Stock has been duly authorized and validly issued and is
fully paid and non-assessable.
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
