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JOHN VANCE HEWITT MORGAN J. O'BRIEN, JR. GEORGE P. BRAUBURGER LOUIS J. CARRUTHERS BERNARD SOBOL JAMES T. TYNION EDWARD F. BUTLER PAUL D. SMITH THOMAS J. NEVINS CONBOY, HEWITT, IYBRIEN Sc BOARDMAN 39 BROADWAY NEW YORK 6, N.Y. January 27, 1954 To the Board of Directors of Philip Morris & Co. Ltd., Incorporated: Gentlemen: We have acted as counsel for your Company in the prepara- tion of a Registration Statement (File No. 2-lOb1}.0), as amended, under the Securities Act of 1933 with respect to "3, 561 shares of Common Stock ($5 par value) proposed to be issued to holders of Common Stock of Benson and Hedges, a New York corporation, pursuant to the terms and conditiDns of the Exchange Offer set forth in the Prospectus included in the Registration Statement. During the course of the preparation of the foregoing we participated in conferences with officers and other representa- tives of your Company, with the respective independent public accountants for the Company and Benson and Hedges, and with counsel, officers and other representatives of Benson and Hedges and Tobacco and Allied Stocks, Inc. relative to the contents of the Registra- tion Statement and Prospectus Lnd related matters. Except with respect to the summarization of the provisions of certain documents and the summarization of certain legal proceedings as specifically noted below, we are not passing upon and do not assume any respon- sibility for the accuracy, completeness or fairness of' the statements contained in the Registration Statement or Prospectus and we make no re-oresentations that we have independently verified the accuracy, completeness or fairness of such statements. However, from our examination of such documents and review of such proceedings and from our participation in the above mentioned conferences, we do not believe that the Registration Statement or the Prospectus contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statement therein not misleading. Subject to the foregoing, we are of the opinion that the Registration Statement and Prospectus (other than the financial statements included therein as to which we express no opinion) comply as to form in all material respects with the requirements of the Securities Act of 1933 and the applicable rules and regu- lations of the Securities and Exchange Commission thereunder. r•x 0 We believe, moreover, that the statements made in the Registration Statement and Prospectus under the caption "Descrip- .a m V ~ tion of Common Stock of Philip Morris" in so far as they purport to summarize provisions.of the documents specifically referred to .a ~4

2 therein, and the statements made in t he Registration Statement and Prospectus under the caption "Pending Litigation" in so far as they purport to slunmarize the proceedings specifically referred to therein, fairly present the information required to be set forth therein. We do not know of any litigation or any governmental proceeding instituted or threatened against the Company required to be disclosed in answer to Item 12 of the Registration State- ment which is not disclosed therein. We have examined and are familiar with all contracts of the Company filed as exhibits to the Registration Statement and do no t know of any contracts of the Company required to be filed as exhibits to the Registration Statement which are not so filed. We are expressing no opinion as to the financial data contained in the Registration Statement or Prospectus. Very truly yours,