OPINION RE: LEGALITY; CONSENT OF COUNSEL
Published on October 30, 1996
EXHIBIT (5) & (23)
October 30, 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 October 24, 1996 (the
"Terms Agreement") between the Company and MLPF&S, of $15,000,000 aggregate
principal amount of the Company's Healthcare/Biotechnology Portfolio Market
Index Target-Term Securities due October 31, 2001 (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 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.
2
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 October 30, 1996.
Very truly yours,
/s/ Brown & Wood LLP
3