Exhibit 5(d)
[Letterhead of Brown & Wood LLP]
January 27, 1997
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281
Merrill Lynch Preferred Funding IV, L.P. Merrill Lynch Preferred Funding V,L.P.
World Financial Center World Financial Center
North Tower North Tower
New York, New York 10281 New York, New York 10281
Merrill Lynch Preferred Capital Trust IV Merrill Lynch Preferred Capital Trust
V
World Financial Center World Financial Center
North Tower North Tower
New York, New York 10281 New York, New York 10281
Re: Merrill Lynch Preferred Capital Trust IV and V Trust
Originated Preferred Securities ("TOPrS")
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Ladies and Gentlemen:
We have acted as tax counsel ("Tax Counsel") to Merrill Lynch & Co.,
Inc., a Delaware corporation ("Company"), Merrill Lynch Preferred Funding IV,
L.P. and Merrill Lynch Preferred Funding V, L.P., limited partnerships formed
under the Delaware Revised Uniform Limited Partnership Act, as amended
("Partnerships"), and Merrill Lynch Preferred Capital Trust IV and Merrill Lynch
Preferred Capital Trust V, statutory business trusts formed under the Delaware
Business Trust Act, as amended ("Trusts"), in connection with the preparation
and filing by Company, Partnerships and Trusts with the Securities and Exchange
Commission ("Commission") of a Registration Statement on Form S-3 (Registration
No. 333-44173) (as amended, "Registration Statement") under the Securities Act
of 1933, as amended, and with respect to: (i) the issuance and sale of
subordinated debentures ("Company Subordinated Debentures") by Company pursuant
to a form of Indenture ("Company Indenture"), between Company and The Chase
Manhattan Bank, a New York banking
corporation, as trustee ("Indenture Trustee") in the form filed as an exhibit to
the Registration Statement; (ii) the issuance and sale of one or more debentures
(each a "Guaranteed Investment Affiliate Debenture", collectively "Investment
Affiliate Debentures") by one or more eligible controlled affiliates of Company
(each an "Investment Affiliate"), pursuant to forms of Indenture (each an
"Investment Affiliate Indenture"), from each such Investment Affiliate and
Company to Indenture Trustee (Company Subordinated Debenture and Investment
Affiliate Debentures are collectively referred to hereinafter as the
"Debentures" and the forms of Company Indenture and the Investment Affiliate
Indentures are collectively referred to hereinafter as the "Indentures"), each
of which is guaranteed by Company pursuant to a form of Affiliate Debenture
Guarantee Agreement in the form filed as an exhibit to the Registration
Statement; (iii) the issuance and sale of Partnership Preferred Securities by
Partnerships to Trusts pursuant to the Amended and Restated Agreement of Limited
Partnership ("Partnership Agreement") in the form filed as an exhibit to the
Registration Statement; and (iv) the issuance and sale of Trust Preferred
Securities and Trust Common Securities (collectively, "Trust Securities")
pursuant to Trusts' Amended and Restated Declaration of Trust ("Declaration") in
the form filed as an exhibit to the Registration Statement. The Trust Preferred
Securities will be offered for sale to investors pursuant to the Registration
Statement.
All capitalized terms used in this opinion letter and not otherwise
defined herein shall have the meaning ascribed to such terms in the Registration
Statement.
In delivering this opinion letter, we have reviewed and relied upon:
(i) the Registration Statement; (ii) forms of the Indentures; (iii) forms of the
Debentures; (iv) the forms of the Partnership Agreement; (v) the forms of the
Declaration; (vi) the forms of (A) the Partnership Guarantee Agreements, (B) the
Trust Preferred Securities Guarantee Agreements, (C) the Trust Common Securities
Guarantee Agreements and (D) the Affiliate Debenture Guarantee Agreements, each
filed as exhibits to the Registration Statement; and (vii) the forms of (A) the
Partnership Preferred Securities and (B) the Trust Securities, each filed as
exhibits to the Registration Statement. In addition, we have examined, and
relied as to matters of fact upon, certain certificates and comparable documents
of Company and certain eligible controlled affiliates of Company, from which
Company will select Investment Affiliates. Further, we have relied upon certain
other statements and representations made by officers of Company. We also have
examined and relied upon original or copies, certified or otherwise identified
to our satisfaction, of such records of Company, Partnerships and Trusts and
such other documents, certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination of such material, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all copies of documents
submitted to us. In addition, we also have assumed (i) that the transactions
related to the issuance of the Debentures, Partnership Preferred Securities and
Trust Securities will be consummated in accordance with the terms of
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the documents and forms of documents described herein and (ii) on the closing
date, an Independent Financial Advisor will deliver the opinion required under
Section 7.1(b) of the Partnership Agreements.
On the basis of the foregoing and assuming that Partnerships and
Trusts were formed and will be maintained in compliance with the terms of the
Partnership Agreements and the Declarations, respectively, we hereby confirm (i)
our opinions set forth in the Registration Statement under the caption "Certain
Federal Income Tax Considerations" and (ii) that, subject to the qualifications
set forth therein, the discussion set forth in the Registration Statement under
such caption is an accurate summary of the United States federal income tax
matters described therein.
We express no opinion with respect to the transactions referred to
herein or in the Registration Statement other than as expressly set forth
herein. Moreover, we note that there is no authority directly on point dealing
with securities such as the Trust Preferred Securities or transactions of the
type described herein and that our opinions are not binding on the Internal
Revenue Service ("IRS") or the courts, either of which could take a contrary
position. Nevertheless, we believe that if challenged, the opinions we express
herein would be sustained by a court with jurisdiction in a properly presented
case.
Our opinions are based upon the Code, the Treasury regulations
promulgated thereunder and other relevant authorities and law, all as in effect
on the date hereof. Consequently, future changes in the law may cause the tax
treatment of the transactions referred to herein to be materially different from
that described above.
The opinions we express herein are limited solely to matters governed
by the federal law of the United States.
We hereby consent to the use of this opinion for filing as Exhibit
5(d) to the Registration Statement and the use of our name in the Registration
Statement under the captions "Certain Federal Income Tax Considerations" and
"Legal Matters".
Very truly yours,
/s/ Brown & Wood LLP
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