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                                                                     Exhibit 5.1


                                                                January 13, 1997





The Chase Manhattan Corporation
270 Park Avenue
New York, NY 10017

Ladies and Gentlemen:

         This opinion is delivered in connection with the Registration Statement
on Form S-3 (the "Registration Statement") filed under the Securities Act of
1933, as amended (the "Act"), by The Chase Manhattan Corporation, a Delaware
corporation ("Chase"), and Chase Capital II and Chase Capital III, each a
Delaware business trust (the "Trusts", and together with Chase, the
"Registrants"), which Registration Statement relates to (i) preferred securities
representing beneficial ownership interests in such Trusts (the "Preferred
Securities"), (ii) junior subordinated deferrable interest debentures (the
"Debentures") to be issued by Chase and (iii) unconditional and irrevocable
guarantees (the "Guarantees" and each a "Guarantee") of the obligations of the
Trusts under the Preferred Securities that may be issued by Chase.

         We have examined (i) the Registration Statement, (ii) the Junior
Subordinated Indenture dated as of December 1, 1996 (the "Indenture"), between
Chase
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and The Bank of New York, as Debenture Trustee (the "Debenture Trustee"), as
filed as an exhibit to the Registration Statement, and (iii) the forms of
Guarantee Agreement (the "Guarantee Agreements" and each a "Guarantee
Agreement") to be executed by Chase and The Bank of New York, as Guarantee
Trustee (the "Guarantee Trustee"), as filed as an exhibit to the Registration
Statement. In addition, we have examined, and have relied as to matters of fact
upon, originals or copies, certified or otherwise identified to our
satisfaction, of such corporate records, agreements, documents and other
instruments and such certificates or comparable documents of public officials
and of officers and representatives of Chase, and have made such other and
further investigations, as we have deemed relevant and necessary as a basis for
the opinions hereinafter set forth.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. We have also assumed
that the Registration Statement, and any applicable amendments thereto
(including post-effective amendments), will have become effective under the Act
at the time of issuance, offering and sale of any such Preferred Securities,
Debentures or Guarantees.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:

                  1. With respect to the Debentures to be issued under the
         Indenture, when (i) the Board of Directors of Chase (the "Board") has
         taken all necessary
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         corporate action to approve the issuance and specific terms of such
         Debentures, and (ii) such Debentures have been duly executed,
         authenticated, issued and delivered in accordance with the provisions
         of the Indenture upon payment of the consideration therefor as
         contemplated by the Registration Statement, such Debentures will
         constitute valid and legally binding obligations of Chase, enforceable
         against Chase in accordance with their terms.

                  2. With respect to the Guarantee to be issued under each
         Guarantee Agreement, when (i) such Guarantee Agreement has been duly
         authorized and validly executed and delivered by Chase and by the
         Guarantee Trustee, (ii) the Board has taken all necessary corporate
         action to approve the issuance and specific terms of such Guarantee,
         and (iii) such Guarantee has been duly executed, authenticated, issued
         and delivered in accordance with the provisions of such Guarantee
         Agreement, such Guarantee will constitute a valid and legally binding
         obligation of Chase, enforceable against Chase in accordance with its
         terms.

         Our opinions set forth in paragraphs 1 and 2 above are subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

         We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the State of
New York, the federal law of the United States and the Delaware General
Corporation Law.
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               We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement and to the reference to us under the
caption "Validity of Securities" in the Prospectus and Prospectus Supplement
forming a part of the Registration Statement.

                                                    Very truly yours,



                                                    SIMPSON THACHER & BARTLETT