EXHIBIT 5.2
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 Third Avenue
New York, NY 10022-3897
-----
(212) 735-3999
Fax: (212) 735-2000
June 30, 1997
Schering-Plough Corporation
One Giralda Farms
P.O. Box 1000
Madison, New Jersey 07940-1000
Dear Sirs:
We have acted as counsel for Schering-Plough
Corporation, a New Jersey corporation (the "Company"), in
connection with certain federal income tax issues relating to
transferable options ("Options") to acquire shares of Common
Stock, par value $1.00 per share (the "Common Stock"), of the
Company, which Options have been or may be granted in
accordance with the terms of the Schering-Plough Corporation
1997 Stock Incentive Plan (the "Plan"). It is expected that
an aggregate of 5,000,000 shares of Common Stock which may be
acquired by transferees upon exercise of the Options will be
registered with the Securities and Exchange Commission in
June, 1997, pursuant to a filing under the Securities Act of
1933, as amended, of a Registration Statement on Form S-3
(the "Registration Statement"). In connection with this
opinion, we have examined the Plan, the "Federal Income Tax
Consequences" section of the prospectus (the "Prospectus")
relating to the Registration Statement, and such other
documents as we have deemed necessary or appropriate.
Based on the foregoing, we advise you that, in our
opinion, under current law, the discussion set forth under
the heading "Federal Income Tax Consequences" in the
Prospectus, although general in nature, is an accurate
summary of certain federal income tax consequences related to
Options which have been transferred under the Plan.
We consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name
wherever appearing in the Registration Statement and any
amendment thereto.
Very truly yours,
/s/ Skadden, Arps, Slate,
Meagher & Flom LLP