[LETTERHEAD] EXHIBIT 5 December 26, 1996 Merrill Lynch & Co., Inc. World Financial Center North Tower New York, New York 10281 Dear Ladies and Gentlemen: 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 December 26, 1996 under the Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the "Registration Statement") for the purpose of registering 20,000,000 shares of Common Stock, par value $1.33 1/3 per share (including Preferred Stock Purchase Rights) (the "Common Stock") which may be issued under the Merrill Lynch & Co., Inc. Long-Term Incentive Compensation Plan for Managers and Producers (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, the shares of Common Stock issued under the Plan will be legally issued, fully paid and nonassessable. 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, Brown & Wood LLP