EXHIBIT NO. 5
SIMPSON THACHER & BARTLETT
(a partnership which includes professional corporations)
425 Lexington Avenue
New York, N.Y. 10017-3954
October 31, 1995
Chemical Banking Corporation
270 Park Avenue
New York, NY 10017
Dear Sirs:
We have acted as counsel to Chemical Banking Corporation, a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-4 of the Company (the "Registration Statement"), being
filed today with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to the proposed issuance of shares of Common
Stock, par value $1.00 per share ("Common Stock"), of the Company, in
connection with the Agreement and Plan of Merger dated as of August 27, 1995
(the "Merger Agreement") between the Company and The Chase Manhattan
Corporation ("Chase"). Following a special meeting of stockholders of the
Company at which such stockholders will be asked to approve a proposal to
approve and adopt the Merger Agreement and a proposal to amend and restate the
Company's Restated Certificate of Incorporation to, among other things,
increase the Company's authorized Common Stock to 750 million shares (the
"Charter Amendment") and, subject to receipt of such stockholder approval of
the Merger Agreement and the Charter Amendment and satisfaction or waiver of
the other conditions to the Merger set forth in the Merger Agreement, Chase
will be merged with and into the Company (the "Merger") and each outstanding
share of common stock of Chase will be converted into 1.04 shares
Chemical Banking Corporation -2- October 31, 1995
of the Common Stock (in the aggregate, the "Shares"), all as more fully
described in the Registration Statement.
We have examined such documents, corporate records and other
instruments, and have made such other and further investigations, as we have
deemed relevant and necessary as a basis for the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that, upon
approval of the Merger Agreement and the Charter Amendment by the stockholders
of the Company, the Shares will be duly authorized and, when the Charter
Amendment shall have been filed with the Secretary of State of the State of
Delaware and the Shares shall have been issued in accordance with the terms of
the Merger Agreement, the Shares will be validly issued, fully paid and
nonassessable.
We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the federal law of the
United States and the Delaware General Corporation Law.
Chemical Banking Corporation -3- October 31, 1995
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to this firm under the caption
"Legal Opinions" in the Registration Statement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT
SIMPSON THACHER & BARTLETT