Exhibit 5.1
[LETTERHEAD OF BROWN & WOOD LLP]
January 5, 1998
Merrill Lynch & Co., Inc.
World Financial Center
North Tower
250 Vesey Street
New York, New York 10281
Merrill Lynch Preferred Funding III, L.P. Merrill Lynch Preferred Funding IV, L.P.
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
Merrill Lynch Preferred Capital Trust III Merrill Lynch Preferred Capital Trust IV
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
Ladies and Gentlemen:
We have acted as counsel to Merrill Lynch & Co., Inc., a Delaware
corporation (the "Company"), Merrill Lynch Preferred Funding III, L.P., and
Merrill Lynch Preferred Funding IV, L.P., Delaware limited partnerships
(each, a "Partnership"), and Merrill Lynch Preferred Capital Trust III and
Merrill Lynch Preferred Capital Trust IV, statutory business trusts formed
under the laws of the State of Delaware (each, a "Trust"), in connection with
the preparation and filing by the Company, the Partnerships and the Trusts
with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 (Registration No. 333-42859) (the
"Registration Statement") under the Securities Act of 1933, as amended, with
respect to (i) the guarantee (each, a "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 each
Trust (the "Trust Preferred Securities"), (ii) the guarantee (each, a
"Partnership Guarantee") to be issued by the Company with respect to the
Partnership Preferred Securities to be issued by each 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 Partnerships pursuant to
respective indentures (the "Company Indentures") 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 Guarantees, the
Partnership Guarantees 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 documents submitted to us certified or photostatic copies, 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 a 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 a 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 the
related Debentures to a 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.
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4. When the Company Debenture has been duly authorized, executed
and issued by the Company and upon the issuance and sale of the Company
Debentures to a 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 Debenture by
the Debenture Trustee), such Company Debenture will constitute a valid and
legally binding obligation of the Company enforceable against the Company in
accordance with its 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
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