OPINION RE: LEGALITY; CONSENT OF COUNSEL

EXHIBIT (5)(b) & (23)(b)

August 12, 1996


Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281-1220
Gentlemen:

As your counsel, we have examined a copy of the Restated Certificate of
Incorporation, as amended, of Merrill Lynch & Co., Inc. (hereinafter called 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 the Underwriter named in the Terms Agreement
referred to below, pursuant to an Underwriting Agreement dated March 22, 1994
(the "Underwriting Agreement"), among the Company, Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") and the other firms named
therein, as supplemented by the Terms Agreement dated August 8, 1996 (the "Terms
Agreement") between the Company and MLPF&S, of $35,000,000 aggregate principal
amount of the Company's Top Ten Yield Market Index Target-Term Securities due
August 15, 2006 (the "Securities"). We have also examined a copy of the
Indenture between the Company and The Chase Manhattan Bank, formerly known as
Chemical Bank (successor by merger to

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Manufacturers Hanover Trust Company), as Trustee, dated as of April 1, 1983, as
amended and restated (the "Indenture"), and the Company's Registration Statement
on Form S-3 (File No. 33-65135) 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 Underwriting Agreement, as supplemented by the Terms Agreement, the
Securities will constitute valid and legally binding obligations of the Company
in accordance with their terms, except to the extent that enforcement thereof
may be limited by bankruptcy, insolvency, reorganization or other laws relating
to or affecting enforcement of creditors' rights or by general equity
principles.

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 August 12, 1996.

Very truly yours,

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