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EXHIBIT (5)
October 20, 2000
Pfizer Inc.
235 East 42nd Street
New York, NY 10017
Ladies and Gentlemen:
In connection with the registration statement under the Securities Act
of 1933, as amended, of $2,500,000,000 aggregate principal amount of debt
securities (the "Securities") of Pfizer Inc., a Delaware corporation, I, as Vice
President - Corporate Governance and Assistant Secretary of Pfizer, have
examined such corporate records, certificates and other documents of Pfizer and
such questions of law as I have considered relevant and necessary as a basis for
my opinion.
Based upon my review, I am of the opinion that:
1. Pfizer has been duly incorporated and is an existing corporation in
good standing under the laws of the State of Delaware.
2. When the Registration Statement has become effective under the 1933 Act,
the terms of the Securities and of their issue and sale have been duly
established in conformity with the Indenture relating to the Securities so as to
not violate any applicable law or agreement or instrument then binding on
Pfizer, and the Securities have been duly executed, authenticated and delivered
in accordance with such Indenture and issued and sold as contemplated in the
Registration Statement, the Securities will constitute valid and binding
obligations of Pfizer, subject to applicable bankruptcy, reorganization,
insolvency, moratorium, fraudulent transfer and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.
I consent to the filing of this opinion as an exhibit to Registration
Statement and to my name under the heading "Validity of Debt Securities" in the
Prospectus. In giving such consent, I do not thereby admit that I am in the
category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Margaret M. Foran
Margaret M. Foran
