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                                                                October   , 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 IV, Chase Capital V and Chase Capital
VI, 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 (an "Indenture"), between
Chase 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 an Indenture,
     when (i) the Board of Directors of Chase (the "Board") has taken all
     necessary 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
     such 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.
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The Chase Manhattan Corporation                                 October   , 1997
 
     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.
 
     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