EXHIBIT 5 AND 23

EXHIBIT (5) & (23)

SIDLEY AUSTIN LLP |BEIJING GENEVA SAN FRANCISCO
787 SEVENTH AVENUE |BRUSSELS HONG KONG SHANGHAI
SIDLEY AUSTIN LLP NEW YORK, NY 10019 |CHICAGO LONDON SINGAPORE
- ----------------| 212 839 5300 |DALLAS LOS ANGELES TOKYO
SIDLEY | 212 839 5599 FAX |FRANKFURT NEW YORK WASHINGTON, DC
|
|
|FOUNDED 1866




June 8, 2006



Merrill Lynch & Co., Inc.
4 World Financial Center
New York, New York 10080

Ladies and Gentlemen:

As your counsel, we have examined a copy of the Restated Certificate
of Incorporation, as amended, of Merrill Lynch & Co., Inc. (the "Company"),
certified by the Secretary of State of the State of Delaware. We are familiar
with the corporate proceedings had in connection with the proposed issuance
and sale by the Company to Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), pursuant to a Distribution Agreement dated March 31, 2006 (the
"Distribution Agreement") between the Company and MLPF&S, of the Company's
100% Minimum Return Protected Bear USDX(R) Notes, due June 17, 2008 (the
"Securities") in an amount equal to $110,000,000 aggregate principal amount of
the Securities. We have also examined a copy of the Indenture between the
Company and JPMorgan Chase Bank, N.A. as Trustee, dated as of April 1, 1983,
as amended (the "Indenture"), and the Company's Registration Statement on Form
S-3 (File No. 333-132911) relating to the Securities (the "Registration
Statement").


Based upon the foregoing and upon such further investigation as we
deemed relevant in the premises, we are of the opinion that:

1. The Company has been duly incorporated under the laws of the State
of Delaware.

2. The Securities have been duly and validly authorized by the
Company and, when the Securities have been duly executed and authenticated in
accordance with the terms of the Indenture and delivered against payment
therefor as set forth in the Distribution Agreement, the Securities will
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms, except to the extent that
enforcement thereof may be limited by bankruptcy, moratorium, insolvency,
reorganization or similar laws relating to or affecting creditors' rights
generally and except as enforcement thereof is subject to general principles
at equity (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 as an exhibit to the Current Report of the Company
on Form 8-K dated June 8, 2006. We also consent to the use of our name under
the caption "United States Federal Income Taxation" in the pricing supplement
related to the offering of the Securities.

Very truly yours,

/s/ SIDLEY AUSTIN LLP