CONSENT OF GOLDMAN, SACHS & CO.
EXHIBIT 99.5
October 17, 2002
Board of Directors
Pharmacia Corporation
100 Route 206 North
Peapack, NJ 07977
Re: Amendment No. 2 to Registration on Form S-4 of Pfizer Inc. (File No.
333-98105)
Ladies and Gentlemen:
Reference is made to our opinion letter, dated July 13, 2002, with respect to
the fairness from a financial point of view to the holders of the outstanding
shares of common stock, par value $2.00 per share ("Company Common Stock"), of
Pharmacia Corporation (the "Company") of the exchange ratio of 1.40 shares of
common stock, par value $0.05 per share, of Pfizer Inc. ("Pfizer") to be
received for each share of Company Common Stock pursuant to the Agreement and
Plan of Merger, dated as of July 13, 2002, among Pfizer, Pilsner Acquisition Sub
Corp. and the Company.
The foregoing opinion letter was provided for the information and assistance of
the Board of Directors of the Company in connection with its consideration of
the transaction contemplated therein and is not to be used, circulated, quoted
or otherwise referred to for any other purpose, nor is it to be filed with,
included in or referred to in whole or in part in any registration statement,
proxy statement or any other document, except in accordance with our prior
written consent. We understand that the Company has determined to include our
opinion in the above-referenced Registration Statement, as amended.
In that regard, we hereby consent to the reference to our opinion under the
captions "Summary -- Opinion of Pharmacia's Financial Advisor", "The Proposed
Merger -- Background of the Merger", "The Proposed Merger -- Factors Considered
by, and Recommendation of, the Board of Directors of Pharmacia", "Opinions of
Financial Advisors - Opinion of Pharmacia's Financial Advisor" and "Annex
D -- Opinion of Goldman, Sachs & Co." and to the inclusion of the foregoing
opinion in the Joint Proxy Statement/Prospectus included in the above-mentioned
Registration Statement, as amended. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules and regulations of
the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ GOLDMAN SACHS & CO.
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(GOLDMAN, SACHS & CO.)