Exhibit 5(b)
[LETTERHEAD OF BROWN & WOOD LLP]
December 27, 2000
Merrill Lynch & Co., Inc.
4 World Financial Center
North Tower
New York, New York 10080
Merrill Lynch Preferred Funding VI, L.P. Merrill Lynch Preferred Capital TrustVI
c/o Merrill Lynch & Co., Inc. c/o Merrill Lynch & Co., Inc.
4 World Financial Center 4 World Financial Center
North Tower North Tower
New York, New York 10080 New York, New York 10080
Re: Merrill Lynch Preferred Capital Trust VI
Trust Preferred Securities ("TOPrS")
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Ladies and Gentlemen:
We have acted as counsel to Merrill Lynch & Co., Inc., a Delaware
corporation (the "Company"), Merrill Lynch Preferred Funding VI, L.P., a
Delaware limited partnership (the "Partnership"), and Merrill Lynch Preferred
Capital Trust VI, a statutory business trust formed under the laws of the State
of Delaware (the "Trust"), in connection with the preparation and filing by the
Company, the Partnership and the Trust with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to (i) the guarantee (the "Trust Guarantee") to be issued by the Company
to The Chase Manhattan Bank, as trustee, for the benefit of the holders of the
Trust Originated Preferred Securities to be issued by the Trust (the "Trust
Preferred Securities"), (ii) the guarantee (the "Partnership Guarantee") to be
issued by the Company with respect to the Partnership Preferred Securities to be
issued by the Partnership (the "Partnership Preferred Securities"), (iii) the
guarantees (the "Investment Guarantees") to be issued by the Company for the
benefit of the holders of the Partnership Preferred Securities with respect to
certain debentures (the "Debentures") to be issued by one or
more of the Company's eligible controlled affiliates and (iv) the subordinated
debentures (the "Company Debentures") to be issued by the Company to the
Partnership pursuant to an indenture (the "Company Indenture") between the
Company and The Chase Manhattan Bank, as trustee (the "Debenture Trustee"), each
in the form filed as exhibits to the Registration Statement. The Trust
Guarantee, the Partnership Guarantee and the Investment Guarantees are
hereinafter collectively referred to as the "Guarantees".
We have reviewed the corporate action of the Company in connection
with the giving of the Guarantees and the issuance and sale of the Company
Debentures by the Company and have examined, and have relied as to matters of
fact upon, originals or copies certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of the Company, and have made such other and
further investigations as we have deemed relevant and necessary as a basis for
the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all copies of documents submitted to us and the authenticity of the originals of
such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion:
1. When the Trust Guarantee has been duly authorized, executed and
delivered by the Company, and upon the issuance and sale of the related Trust
Preferred Securities to the holders of the Trust Preferred Securities in
accordance with the Registration Statement, such Trust Guarantee will constitute
a valid and legally binding obligation of the Company enforceable against the
Company in accordance with its terms.
2. When the Partnership Guarantee has been duly authorized, executed
and delivered by the Company, and upon the issuance and sale of the related
Partnership Preferred Securities to the holders of the Partnership Preferred
Securities in accordance with the Registration Statement, such Partnership
Guarantee will constitute a valid and legally binding obligation of the Company
enforceable against the Company in accordance with its terms.
3. When the Investment Guarantees have been duly authorized, executed
and delivered by the Company, and upon the issuance and sale of Debentures to
the Partnership in accordance with the Registration Statement, such Investment
Guarantees will constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms.
4. When the Company Debentures have been duly authorized, executed
and issued by the Company and upon the issuance and sale of the Company
Debentures to the Partnership in accordance with the Registration Statement
(assuming due authorization,
execution and delivery of the Company Indenture by the Debenture Trustee and due
authentication of the Company Debentures by the Debenture Trustee), such Company
Debentures will constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms.
With respect to enforcement, the above opinions are qualified to the
extent that enforcement of the Guarantees or the Company Debentures may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights generally and except as enforcement
thereof is subject to general equity principles (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 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