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/ i. CONBOY,HEWITT,UBRIEN & BOARDMAN 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 39 BROADWAY NEW YORK 6, N.Y. January 25, 1954 Exhibit 6-A Philip Morris & Co. Ltd., Incorporated 100 Park Avenue New York 17, N. Y. Gentlemen: As counsel for your Company we have examined-- 1. Your Certificate of Incorporation and all amendments theretn ; 2. The Certificates Setting Forth the Designation, Descriptions = and Terms of the Cumulative Preferred Stock, lL.~ Series and 3.90/ Series; 3. The Registration Statement on Form S-1 (File No. 2-10640), filed under the Securities Act of 1933 with respect to ",325 shares of Common Stock ($5 par value) of your Company, and ACnendment No. 1 to such Registration Statement which you are about to file (by which Arnendment No. 1, among other things, the number of such shares is changed to 4L}.3,561); 4. The nroceedings of the Board of Directors with respect to the proposed acquisition by your Company of Common Stock of Benson and Hedges, a New York corporation; 5). The resolution relating to such acquisition by your Company proposed to be adopted at the Special Meeting of Stockholders of your Company to be held January 26, 1954; and 6. The resolutions, proposed to be adopted by the Board of Directors of your Company, authorizing the making of the Exchange Offer set forth in the Prospectus, the issue of shares of Common Stock of your Company pursuant thereto, and the filing with the State Corporation Com- mission of Virginia of a statement setting forth the basis or financial plan upon which such shares are to be issued. You have advised us that there are presently issued and outstand- ing 2,W8,121 shares of Common Stock of your Company (including certain shares reserved for issuance in exchange for a prior issue of Common Stock) Based upon the foregoing, we are of the opinion that: a. Your Company is a corporation duly organized and existing under the laws of the Commonwealth of Virginia; ba c .tN ~ r.~ .. 14 1 V ~ -n

2 b. Proper corporate proceedings have been taken so that when (1) the stockholders of your Company adopt the resolution mentioned in paragraph 5, (2) the Board of Directors of your Company adopt the resolu- bions mentioned in naraaraph 6, (3) the aforesaid Registration Statement (Form S-l), as proposed to be amended, becomes effective, and (4) the State Corporation Commission of Virginia issues its certificate permitting the filing of the above mentioned statement setting forth the basis or finan- cial nlan upon which the aforesaid shares are to be issued, then 4l.}3,561 shares of Common Stock of your Company may be offered to holders of Common Stock of Benson and Hedges pursuant to the Exchange Offer set forth in the Prosnectus, and may be issued in accordance with the terms and conditions of said Exchange Offer; and c. All of said shares of Common Stock of your Company will, when issued as aforesaid, and upon receipt of an equal number of shares of Common Stock of Benson and Hedges therefor, constitute validly issued, full-oaid and non-assessable stock. In rendering this opinion, we have relied with respect to pre- emptive rights under Virginia law upon the opinion dated January 25, 1954 rendered to your Company by Messrs. Hunton, Williams, Anderson, Gay ec Moore of Richmond, Virginia (which opinion is being filed as Exhibit 6-B to the aforesaid Registration Statement on Form S-i). We hereby consent to the use of our name in the Registration Statement hereinabove referred to and in the related Prospectus and all amendments thereto filed and to be filed with the Securities and Exchange 1"ommission under the Securities Act of 1933 for the registration of said shares of Common Stock of your Company, and we consent to the filing of this opinion as an exhibit to such Registration Statement. Very truly yours, CONBOY, HETntITT, 0'BRIEN & BOARDMAN