Exhibit 5



                                             July 13, 2005



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 (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to 14,000,000 shares of the Company's common stock, par value
$0.01 per share (the "Common Stock"), which may be issued to employees in
accordance with the Amended and Restated 2001 Moody's Corporation Key
Employees' Stock Incentive Plan (the "Plan").

         I have examined a copy of the Plan and the Registration Statement
(including the exhibits thereto). 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.

         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 to original 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 Plan, when duly issued as contemplated by the
Registration Statement, the Prospectus and the Plan, 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 and the reference to me under the heading "Interests
of Named Experts and Counsel" in the Registration Statement. In giving such
consent, I do not thereby admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.

                                                     Very truly yours,



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