Exhibits 5.1 and 23.1


                                                               May 3, 2002




Marsh & McLennan Companies, Inc.
1166 Avenue of the Americas
New York, NY 10036

Ladies and Gentlemen:

         We have acted as special counsel to Marsh & McLennan Companies, Inc., a
Delaware corporation (the "Company"), in connection with the Company's offer
(the "Exchange Offer") to exchange its registered 5.375% Senior Notes due 2007
and 6.25% Senior Notes due 2012 (the "Exchange Notes") for any and all of its
outstanding 5.375% Senior Notes due 2007 and 6.25% Senior Notes due 2012 (the
"Restricted Notes"). The Restricted Notes were, and the Exchange Notes will be,
issued under an Indenture (the "Indenture") dated as of March 19, 2002 between
the Company and State Street Bank and Trust Company, as Trustee (the "Trustee").

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for the purpose of rendering this opinion.

         Upon the basis of the foregoing, we are of the opinion that the
Exchange Notes, when duly executed, authenticated and delivered in exchange for
the Restricted Notes in accordance with the terms of the Indenture and the
Exchange Offer, will be valid and binding obligations of the Company enforceable
in accordance with their terms, subject to applicable bankruptcy, insolvency,
reorganization or other similar laws affecting creditors' rights generally and
general principles of equity.





                                  2                                May 3, 2002


         We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the Exchange Offer. We also consent to the
reference to us under the caption "Legal Matters" in the prospectus contained in
such Registration Statement.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent except that State Street Bank and Trust Company, as Exchange Agent for
the Exchange Offer, may rely upon this opinion as if it were addressed directly
to it.



                                               Very truly yours,


                                               /s/ Davis Polk & Wardwell