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                                                                    EXHIBIT 5(c)





                     [LETTERHEAD OF CRAVATH, SWAINE & MOORE]

                                                                October 20, 1997


                         J.P. Morgan & Co. Incorporated
                       J.P. Morgan Index Funding Company I
                     Commodity-Indexed Preferred Securities


Dear Sirs:

            We have acted as special Federal tax counsel to J.P. Morgan & Co.
Incorporated, a Delaware corporation, and J.P. Morgan Index Funding Company I, a
Delaware trust (collectively, the "Registrants"), in connection with the filing
by the Registrants with the Securities and Exchange Commission of a Registration
Statement on Form S-3 (the "Registration Statement") registering Guarantees of
J.P. Morgan & Co. Incorporated and Preferred Securities of J.P. Morgan Index
Funding Company I (the "Securities").

            We hereby confirm that the statements set forth in the form of
prospectus supplement (the "Prospectus Supplement") forming a part of the
Registration Statement under the heading "United States Federal Income
Taxation", accurately describe the material Federal income tax consequences to
holders of the Preferred Securities issued pursuant to the Prospectus
Supplement.

            We know that we are referred to under the headings "United States
Federal Income Taxation" in the Prospectus Supplement forming a part of the
Registration Statement, and we hereby consent to such use of our name therein
and to the use of this opinion for filing with the Registration Statement as
Exhibits 5(c) and 23(d) thereto.


                                    Very truly yours,



                                    /s/ Cravath, Swaine & Moore


J.P. Morgan & Co. Incorporated
   60 Wall Street
     New York, NY 10260-0260

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J.P. Morgan Index Funding Company I
   c/o J.P. Morgan & Co. Incorporated
     60 Wall Street
        New York, NY 10260-0260

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