OPINION RE: LEGALITY; CONSENT OF COUNSEL

EXHIBITS (5) & (23)




June 3, 1998



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 Underwriters named in the Terms
Agreement referred to below, pursuant to an Underwriting Agreement dated
September 8, 1997 (the "Underwriting Agreement"), between the Company and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), as supplemented by the Terms Agreement dated May 28, 1998 (the
"Terms Agreement") between the Company and MLPF&S, of $250,000,000 aggregate
principal amount of the Company's 6 3/4% Notes due June 1, 2028 (the "Notes").
We have also examined a copy of the Indenture between the Company and The Chase
Manhattan Bank, 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. 333-44173) relating to the Notes (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 Notes have been duly and validly authorized by the Company and
when the Notes 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 Notes
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, insolvency,
moratorium 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 3, 1998.

Very truly yours,

/s/ Brown & Wood LLP