OPINION RE: LEGALITY; CONSENT OF COUNSEL

EXHIBIT (5) & (23)

June 24, 1998

Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281

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 June 19, 1998 (the
"Terms Agreement") among the Company, MLPF&S and the other underwriters named
therein (the "Underwriters"), of $750,000,000 aggregate principal amount of the
Company's Floating Rate Notes due June 24, 2003 (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 of 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 24, 1998.

Very truly yours,

/s/ Brown & Wood LLP

2