Exhibit 5.1


                              BLACKROCK, INC.
                              345 PARK AVENUE
                             NEW YORK, NY 10154



                                                     August 30, 2001




BlackRock, Inc.
345 Park Avenue
New York, NY 10154

Ladies and Gentlemen:

                  I am general counsel of BlackRock, Inc., a Delaware
corporation (the "Company"). In connection with the issuance from time to
time by the Company of up to 1,250,000 shares of class A common stock, par
value $0.01 per share, of the Company (the "Common Stock") pursuant to the
BlackRock, Inc. 2001 Employee Stock Purchase Plan (the "ESPP"), I have
examined and am familiar with originals or copies, certified or otherwise
identified to my satisfaction, of each of (i) the Registration Statement on
Form S-8 relating to an aggregate of 1,250,000 shares of Common Stock (the
"Registration Statement"), (ii) the ESPP, (iii) the Amended and Restated
Certificate of Incorporation of the Company, as amended to date (iv) the
Amended and Restated Bylaws of the Company, as amended to date, (v)
resolutions of the Board of Directors relating to the proposed issuance and
registration of 1,250,000 shares of Common Stock, and (vi) such other
documents as I have deemed necessary or appropriate as a basis for the
opinion set forth herein.

                  This opinion is delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act
of 1933, as amended (the "Securities Act").

                  I am admitted to the bar in the State of New York, and I
do not express any opinion as to the laws of any other jurisdiction other
than the General Corporation Law of the State of Delaware and the laws of
the United States of America to the extent referred to specifically herein.

                  Based upon the foregoing, I am of the opinion that the
1,250,000 shares of Common Stock reserved for issuance pursuant to the ESPP
as of the date hereof (prior to any adjustment for subsequent events
pursuant to the ESPP) have been duly authorized and, when so issued in
accordance with the terms of the ESPP, will be validly issued, fully paid
and non-assessable.

                  I hereby consent to the filing of this opinion with the
Securities and Exchange Commission (the "Commission") as Exhibit 5.1 to the
Registration Statement. I also consent to be named in the Registration
Statement under the heading "Interests of Named Experts and Counsel." In
giving this consent, I do not thereby admit that I am included in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission.


                                                     Very truly yours,

                                                     /s/ Robert P. Connolly
                                                     --------------------------
                                                     Robert P. Connolly
                                                     General Counsel