EXHIBIT 5
 
                                          March 11, 1994
 
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281-1334
 
Gentlemen:
 
  We have acted as your counsel and are familiar with the corporate proceedings
had in connection with the proposed issuance and sale by Merrill Lynch & Co.,
Inc. (the "Company") of up to $8,000,000,000 aggregate principal amount of its
senior debt securities (the "Senior Debt Securities") and/or subordinated debt
securities (the "Subordinated Debt Securities", and together with the Senior
Debt Securities, the "Debt Securities"); and/or warrants to purchase Debt
Securities (the "Debt Warrants"); and/or warrants entitling the holders thereof
to receive from the Company a payment or delivery determined by reference to
decreases or increases in the level of an index or portfolio based on one or
more equity or debt securities, any statistical measure of economic or
financial performance, the price or value of any commodity or any combination
thereof ("Index Warrants"); and/or warrants to receive from the Company the
cash value in U.S. dollars of the right to purchase or to sell foreign
currencies or units of two or more foreign currencies as may be designated by
the Company at the time of offering ("Currency Warrants").
 
  We have examined such documents and records as we deemed appropriate,
including the following:
 
    (a) a copy of the Restated Certificate of Incorporation of the Company,
  certified by the Secretary of State of the State of Delaware;
 
    (b) copies of the Company's Registration Statement on Form S-3 relating
  to the Securities (as defined below) (the "Registration Statement");
 
    (c) a copy of the indenture with respect to the Senior Debt Securities
  between the Company and Chemical Bank (successor by merger to Manufacturers
  Hanover Trust Company), as trustee, dated April 1, 1983, as amended and
  restated (the "Chemical Senior Indenture"), in the form executed by the
  Company and Chemical Bank;
 
    (d) a copy of the indenture with respect to the Senior Debt Securities
  between the Company and The Chase Manhattan Bank, N.A., as trustee, dated
  October 1, 1993 (the "Chase Senior Indenture"), in the form executed by the
  Company and The Chase Manhattan Bank, N.A.;
 
    (e) a copy of the form of indenture with respect to the Subordinated Debt
  Securities to be entered into by the Company and Chemical Bank, as trustee
  (the "Subordinated Indenture"), in the form filed or incorporated by
  reference as an exhibit to the Registration Statement;
 
    (f) a copy of the form of indenture with respect to Index Warrants which
  are to be issued with a minimum value payable upon expiration (a "Minimum
  Expiration Value") (including a form of global index warrant certificate)
  (the "Index Warrant Indenture") in the form filed or incorporated by
  reference as an exhibit to the Registration Statement;
 
    (g) a copy of the form of warrant agreement with respect to Index
  Warrants other than Index Warrants which are to be issued with a Minimum
  Expiration Value (including a form of global index warrant certificate)
  (the "Index Warrant Agreement") in the form filed or incorporated by
  reference as an exhibit to the Registration Statement;
 
    (h) a copy of the form of warrant agreement with respect to the Debt
  Warrants (including a form of global debt warrant certificate) (the "Debt
  Warrant Agreement") in the form filed or incorporated by reference as an
  exhibit to the Registration Statement; and
 
 
    (i) a copy of the form of warrant agreement with respect to the Currency
  Warrants (including a form of global currency warrant certificate) (the
  "Currency Warrant Agreement") in the form filed or incorporated by
  reference as an exhibit to the Registration Statement.
 
  The Debt Warrants, Index Warrants and Currency Warrants are hereinafter
collectively referred to as the "Warrants". The Warrants and the Debt
Securities are hereinafter collectively referred to as the "Securities". The
"Chemical Senior Indenture" shall mean such indenture as amended by the Trust
Indenture Reform Act of 1990. The Chemical Senior Indenture and Chase Senior
Indenture are hereinafter collectively referred to as the "Senior Indentures".
The Senior Indentures, Subordinated Indenture and Index Warrant Indenture are
hereinafter collectively referred to as the "Indentures". The Debt Warrant
Agreement, Currency Warrant Agreement and Index Warrant Agreement are
hereinafter collectively referred to as the "Warrant Agreements".
 
  Based upon the foregoing and upon such further investigation as we deem
relevant in the premises, we are of the opinion:
 
  1. The Company has been duly incorporated under the laws of the State of
Delaware.
 
  2. The Senior Indentures have been duly and validly authorized, executed and
delivered by the Company and, as amended by the Trust Indenture Reform Act of
1990, constitute valid and binding agreements of the Company, enforceable in
accordance with their respective terms.
 
  3. When appropriate corporate action has been taken to authorize the Company
to execute and deliver the Subordinated Indenture, an Index Warrant Indenture
and any Warrant Agreement, to fix the terms of one or more issues of Securities
under an Indenture or Warrant Agreement and to authorize their issue, and such
Indenture or Warrant Agreement shall have been duly executed and delivered by
the Company and the trustee or warrant agent, and when the Securities with
terms so fixed shall have been duly authenticated or countersigned by the
trustee or warrant agent, as the case may be, and duly issued under the
respective Indenture or Warrant Agreement in accordance with such corporate
action, such Indentures and/or Warrant Agreements and such Securities will
constitute valid and binding agreements of the Company, enforceable in
accordance with their terms.
 
  With respect to enforcement, the above opinions are qualified to the extent
that enforcement of the Indentures, Warrant Agreements or Securities may be
limited by bankruptcy, insolvency or other laws of general applicability
relating to or affecting enforcement of creditors' rights or by general equity
principles, and further to the extent that enforcement of any Securities
denominated in other than United States dollars may be limited by requirements
that a claim (or foreign currency judgment in respect of such claim) be
converted into United States dollars at a rate of exchange prevailing on a date
determined pursuant to applicable law. We have further assumed with respect to
enforcement that, when fixed, the terms of the Securities will comply with all
applicable "bucket shop" or similar state laws, or have the availability of
federal preemption therefrom.
 
  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
 
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