EXHIBIT (5) & (23)
December 6, 2000
Merrill Lynch & Co., Inc.
4 World Financial Center
New York, New York 10080
Gentlemen:
As your counsel, we have examined a copy of the Restated Certificate of
Incorporation, as amended, of Merrill Lynch & Co., Inc. (hereinafter called
the "Company"), certified by the Secretary of State of the State of Delaware.
We are familiar with the corporate proceedings had in connection with the
proposed issuance and sale by the Company to the Underwriter named in the
Terms Agreement referred to below, pursuant to an Underwriting Agreement dated
August 5, 1998 (the "Underwriting Agreement"), between the Company and Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S"), as
supplemented by the Terms Agreement dated November 30, 2000 (the "Terms
Agreement") between the Company and MLPF&S (the "Underwriter"), of 1,600,000
of the Company's Euro Currency Warrants, Expiring February 28, 2002 (the
"Warrants"). We have also examined a copy of the Warrant Agreement between the
Company and Citibank, N.A. as Warrant Agent, dated as of December 6, 2000 (the
"Warrant Agreement"), and the Company's Registration Statement on Form S-3
(File No. 333-38792) relating to the Warrants (the "Registration Statement").
Based upon the foregoing and upon such further investigation as we deemed
relevant in the premises, we are of the opinion that:
<PAGE>
1. The Company has been duly incorporated under the laws of the State of
Delaware.
2. The Warrants have been duly and validly authorized by the Company and
when the Warrants have been duly executed and authenticated in accordance with
the terms of the Warrant Agreement and delivered against payment therefor as
set forth in the Underwriting Agreement, as supplemented by the Terms
Agreement, the Warrants will constitute valid and legally binding obligations
of the Company, enforceable against the Company in accordance with their
terms, except to the extent that enforcement thereof may be limited by
bankruptcy, moratorium, insolvency, reorganization or similar laws relating to
or affecting creditors' rights generally and except as enforcement thereof is
subject to general principles at equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).
We consent to the filing of this opinion as an exhibit to the
Registration Statements and as an exhibit to the Current Report of the Company
on Form 8-K dated December 6, 2000.
Very truly yours,
/s/ Brown & Wood LLP
