Exhibit 5


                                                February 25, 2003



Moody's Corporation
99 Church Street
New York, New York  10007

To the Board of Directors
of Moody's Corporation

Ladies and Gentlemen:

          I am Senior Vice President and General Counsel of Moody's Corporation
(the "Company"), a Delaware corporation, and as such, I am familiar with the
Registration Statement on Form S-8 (the "Registration Statement") which the
Company intends to file with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to 200,000
shares of the Company's common stock, par value $0.01 per share (the "Common
Stock"), which may be issued to non-employee directors in accordance with the
1998 Moody's Corporation Non-Employee Directors' Stock Incentive Plan (as
amended and restated as of April 23, 2001) and 5,800,000 shares of Common
Stock which may be issued to employees in accordance with the 2001 Moody's
Corporation Key Employees' Stock Incentive Plan (the "Plans").

          I have examined copies of the Plans, the Registration Statement
(including the exhibits thereto) and the related Prospectuses. In addition, I
have examined, and have relied as to matters of fact upon, the 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 I have deemed relevant and necessary as a basis for the
opinion hereinafter set forth.



Moody's Corporation                    -2-                   February 25, 2003

         In such examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity tooriginal documents of all
documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such latter documents.

         I hereby advise you that in my opinion the shares of Common Stock
issuable in accordance with the Plans, when duly issued as contemplated by the
Registration Statement, the Prospectus and the Plans, will be validly issued,
fully paid and non-assessable shares of Common Stock of the Company.

         I am a member of the Bar of the State of New York and do not express
any opinion herein concerning any law other than the law of the State of
New York and the Delaware General Corporation Law.

         I hereby consent to the filing of this opinion letter as an Exhibit
to the Registration Statement.

                                        Very truly yours,


                                        /s/ John J. Goggins
                                       --------------------------
                                             John J. Goggins