Exhibit 8.1
Sullivan & Cromwell LLP Form of Opinion
May [ ], 2007
Merrill Lynch & Co., Inc.
4 World Financial Center,
New York, New York 10080.
Ladies and Gentlemen:
We have acted as counsel to Merrill Lynch & Co., Inc, a Delaware corporation (“Merrill
Lynch”), in connection with the planned merger (the “Merger”) of First Republic Bank, a Nevada
banking corporation (“First Republic”), with and into Merrill Lynch Bank & Trust Co., FSB, a
federal savings bank and a wholly owned, indirect subsidiary of Merrill Lynch (“ML
Bank”), pursuant to the Agreement and Plan of Merger, dated as of January
29, 2007 (the “Merger Agreement”), among Merrill Lynch, ML Bank and First Republic, as described in the proxy statement and
other proxy solicitation materials of First Republic, and the prospectus of Merrill Lynch
constituting a part thereof (the “Proxy Statement-Prospectus”), which is part of the registration
statement on Form S-4 filed by Merrill Lynch on or about the date hereof (the “Registration
Statement”) in connection with the Merger.
We hereby confirm to you that, in our opinion, insofar as they purport to describe provisions
of United States federal income tax law applicable to holders of stock of First Republic
that exchange their First Republic stock for cash and stock of Merrill Lynch, solely
for stock of Merrill Lynch, or solely for cash, in each case pursuant to the Merger, the
statements set forth under the caption “Material United States Federal Income Tax Consequences” in
the Proxy Statement-Prospectus included in the Registration Statement are accurate in all material
respects.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
In giving this consent, we do not hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.