Chicago Mercantile Exchange Inc – ‘S-4/A’ on 3/10/00 – EX-5.1

On:  Friday, 3/10/00   ·   Accession #:  950131-0-1695   ·   File #:  333-95561

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 2 to Form S-4                          142    611K 
 2: EX-2.2      Form of Agrmnt & Plan - Cme Trans Co & Registrant      8     29K 
 3: EX-3.3      By-Laws of the Registrant                             20     82K 
 4: EX-5.1      Opinion of Sidley & Austin                             2     12K 
 5: EX-10.1     Exchange Omnibus Stock Plan                           20     73K 
 6: EX-10.13    License Agreement Effective September 24, 1997        28    107K 
 7: EX-21.1     Subsidiaries of the Registrant                         1      5K 
 8: EX-27.1     Financial Data Schedule                                2      7K 

EX-5.1   —   Opinion of Sidley & Austin

EX-5.1
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                                                                     Exhibit 5.1
                                                Chicago Mercantile Exchange Inc.
                                              Registration Statement on Form S-4

Sidley & Austin 
Bank One Plaza
10 South Dearborn Street
Chicago, Illinois 60603 

March 1, 2000 

Chicago Mercantile Exchange Inc.                                                
30 South Wacker Drive                                                           
Chicago, Illinois 60606                                                         

Re:  Registration Statement on Form S-4                     
Registration No. 333-95561                        
----------------------------------                

Ladies and Gentlemen:                                                           

         We are acting as special counsel to Chicago Mercantile Exchange Inc.,
a Delaware corporation (the "Company"), in connection with the preparation of a 
Registration Statement on Form S-4 (the "Registration Statement") filed by the  
Company with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). The Registration     
Statement relates to the issuance of (i) up to 25,855,200 shares of Class A     
Common Stock, $.01 par value (the "Class A Common Stock"), and up to 5,118      
shares of five series of Class B Common Stock, $.01 par value (collectively, the
"Merger Shares"), of the Company in connection with the merger (the "Merger") of
CME Transitory Co., a Delaware nonstock corporation ("Transitory"), with and    
into the Company pursuant to an Agreement and Plan of Merger dated as of March  
1, 2000 (the "Merger Agreement") between the Company and Transitory and (ii) up 
to 21,400 shares of Class A Common Stock and up to 214 shares of Class B Common 
Stock, Series B-4, $.01 par value (collectively, the "Conversion Shares"),      
issuable upon the conversion of the shares of Class B Common Stock, Series B-5, 
$.01 par value (the "Series B-5 Stock"), of the Company issued in connection    
with the Merger.                                                                

       In rendering the opinions expressed in this opinion letter, we have
reviewed (a) the Registration Statement and the exhibits thereto, (b) the       
Company's Certificate of Incorporation, including the proposed amendment and    
restatement thereof in the form attached as Exhibit A to the proxy              
statement/prospectus included in the Registration Statement (the "Charter       
Restatement"), (c) the Company's By-Laws and (d) such statutes, records and     
other documents that we have deemed to be relevant, and we have satisfied       
ourselves as to such matters of fact as we have considered relevant and         
necessary as a basis for this opinion letter.                                   

Based on the foregoing, we are of the opinion that:         

EX-5.1
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Chicago Mercantile Exchange Inc.                                                
March 1, 2000                                                                   
Page 2                                                                          

         (1)  The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware.         

  (2)  Assuming that a certificate of amendment to the Company's
Certificate of Incorporation setting forth the Charter Restatement is 
    prepared and filed with the Delaware Secretary of State in accordance with
the Delaware General Corporation Law prior to the Effectiveness of the
  Merger, (i) the Merger Shares, when issued upon the effectiveness of the
Merger in accordance with the terms of the Merger Agreement, will be  
validly issued, fully paid and nonassessable and (ii) the Conversion  
   Shares, when issued upon the conversion of the shares of Series B-5 Stock
  in accordance with the terms of the Charter Restatement, will be validly
issued, fully paid and nonassessable.                                 

   We hereby consent to the filing of this opinion letter with the
Commission as Exhibit 5.1 to the Registration Statement. We also consent to the 
reference to our firm under the heading "Validity of Securities" in the         
Registration Statement. In giving this consent, we do not thereby admit that we 
are in the category of persons whose consent is required under Section 7 of the 
Securities Act or the rules and regulations of the Commission.                  

        The foregoing opinions are limited to the General Corporation Law of
the State of Delaware and the federal laws of the United States of America. We  
do not find it necessary for the purposes of the opinions expressed in this     
opinion letter, and accordingly we do not purport to cover herein, the          
application of the securities or "Blue Sky" laws of the various states to the   
issuance of the Merger Shares or the Conversion Shares.                         

   Very truly yours,

     /s/ Sidley & Austin

Dates Referenced Herein

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		3/10/00							None on these Dates
		3/1/00		1		2
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