Exhibit 5(b)
[Letterhead of Brown & Wood LLP]
July 28, 1998
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
250 Vesey Street
New York, New York 10281
Merrill Lynch Preferred Funding V, L.P. Merrill Lynch Preferred Capital Trust V
c/o Merrill Lynch & Co., Inc. c/o Merrill Lynch & Co., Inc.
World Financial Center World Financial Center
North Tower North Tower
250 Vesey Street 250 Vesey Street
New York, New York 10281 New York, New York 10281
Re: Merrill Lynch Preferred Capital Trust V
Trust Preferred Securities ("TOPrS")
---------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Merrill Lynch & Co., Inc., a Delaware
corporation (the "Company"), Merrill Lynch Preferred Funding V, L.P., a Delaware
limited partnership (the "Partnership"), and Merrill Lynch Preferred Capital
Trust V, a statutory business trust formed under the laws of the State of
Delaware (the "Trust"), in connection with the preparation and filing by the
Company, the Partnership and the Trust with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-3
(Registration No. 333-_____) (the "Registration Statement") under the Securities
Act of 1933, as amended, with respect to (i) the guarantee (the "Trust
Guarantee") to be issued by the Company to The Chase Manhattan Bank, as trustee,
for the benefit of the holders of the Trust Originated Preferred Securities to
be issued by the Trust (the "Trust Preferred Securities"), (ii) the guarantee
(the "Partnership Guarantee") to be issued by the Company with respect to the
Partnership Preferred Securities to be issued by the Partnership (the
"Partnership Preferred Securities"), (iii) the guarantees (the "Investment
Guarantees") to be issued by the Company for the benefit of the holders of the
Partnership Preferred Securities with respect to certain debentures (the
"Debentures") to be issued by one or more of the Company's eligible controlled
affiliates and (iv) the subordinated debentures (the "Company Debentures") to be
issued by the Company to the Partnership pursuant to an indenture (the "Company
Indenture") between the Company and The Chase Manhattan Bank, as trustee (the
"Debenture Trustee"), each in the form filed as exhibits to the Registration
Statement. The Trust Guarantee, the Partnership Guarantee and the Investment
Guarantees are hereinafter collectively referred to as the "Guarantees".
We have reviewed the corporate action of the Company in connection
with the giving of the Guarantees and the issuance and sale of the Company
Debentures by the Company and 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 the Company, 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 copies of documents submitted to us and the authenticity of the originals of
such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion:
1. When the Trust Guarantee has been duly authorized, executed and
delivered by the Company, and upon the issuance and sale of the related Trust
Preferred Securities to the holders of the Trust Preferred Securities in
accordance with the Registration Statement, such Trust Guarantee will constitute
a valid and legally binding obligation of the Company enforceable against the
Company in accordance with its terms.
2. When the Partnership Guarantee has been duly authorized, executed
and delivered by the Company, and upon the issuance and sale of the related
Partnership Preferred Securities to the holders of the Partnership Preferred
Securities in accordance with the Registration Statement, such Partnership
Guarantee will constitute a valid and legally binding obligation of the Company
enforceable against the Company in accordance with its terms.
3. When the Investment Guarantees have been duly authorized, executed
and delivered by the Company, and upon the issuance and sale of Debentures to
the Partnership in accordance with the Registration Statement, such Investment
Guarantees will constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms.
4. When the Company Debentures have been duly authorized, executed
and issued by the Company and upon the issuance and sale of the Company
Debentures to the Partnership in accordance with the Registration Statement
(assuming due authorization, execution and delivery of the Company Indenture by
the Debenture Trustee and due authentication of the Company Debentures by the
Debenture Trustee), such Company
2
Debentures will constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms.
With respect to enforcement, the above opinions are qualified to the
extent that enforcement of the Guarantees or the Company Debentures may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights generally and except as enforcement
thereof is subject to general equity principles (regardless of whether
enforcement is considered in a proceeding in equity or at law).
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/ Brown & Wood LLP
3