Opinion of Counsel




 
	Shearman & Sterling Letterhead


	Exhibit 10.(b)




	December 27, 2002






	Merrill Lynch Equity Income Fund 
P.O. Box 9011
 
Princeton, NJ 08543-9011




	Ladies and Gentlemen:




	     Merrill Lynch
Equity Income Fund (the “Fund”) is authorized to issue and sell an unlimited number of
full and fractional shares of beneficial interest (the “Shares”), par value $0.10 per
share, in the manner and on the terms set forth in the Fund’s current Registration
Statement on Form N-1A, being filed with the Securities and Exchange Commission (File
Nos. 33-14517 and 811-05178) (the “Registration Statement”) together with this opinion as
an exhibit thereto.




	     We have, as counsel, participated
      in certain proceedings relating to the Fund and to the Shares. We have examined
      copies, either certified or otherwise proved to our satisfaction to be genuine,
      of the Fund’s Declaration of Trust, as amended and restated to date,
      and its By-Laws, as amended and restated and as currently in effect, and
      other documents relating to its organization and operation as we have deemed
      necessary and appropriate as a basis for this opinion. We have assumed the
      authenticity of all instruments and documents, and the conformity to original
      documents of all instruments and documents submitted to us as certified,
      conformed or photostatic copies. In addition, we have received a certificate
      dated December 26, 2002 of the Office of the Secretary of the Commonwealth
      of Massachusetts (the “Certificate”) indicating that the Fund
      is in good standing under the laws of the Commonwealth of Massachusetts.
      We have also reviewed the Registration Statement filed as of the date of
      this opinion.




	     Our opinion in
paragraph 1 with regard to the valid existence of the Fund in the Commonwealth of
Massachusetts, its state of organization, is based solely upon the Certificate.




	     Based upon the
foregoing and in reliance thereon and subject to the assumptions, limitations and
qualifications set forth herein, it is our opinion that:









 
	 	
	 


 

 














	December 27, 2002 

      Page 2






	 	 1. 	The Fund has been duly organized and
      is validly existing under the laws of the Commonwealth of Massachusetts.







	 	 2. 	The Fund is authorized to issue an unlimited
      number of full and fractional Shares. Under Massachusetts law, the number
      of Shares may be increased or decreased by action of the Board of Trustees.







	 	 3. 	Subject to the continuing effectiveness
      of the Registration Statement and compliance with applicable state securities
      laws (as to either of which we express no opinion), and assuming the continued
      valid existence of the Fund under the laws of the Commonwealth of Massachusetts,
      upon the issuance of the Shares for a consideration not less than the par
      value thereof as required by the laws of the Commonwealth of Massachusetts,
      and for the net asset value thereof as required by the Investment Company
      Act of 1940, as amended, and in accordance with the terms of the Registration
      Statement, such Shares will be legally issued and outstanding and fully
      paid and non-assessable. However, we note that shareholders of the Fund
      might, under certain circumstances, be liable for transactions effected
      by the Fund.






	     We hereby consent
to the filing of this opinion with the Securities and Exchange Commission as a part of
the Registration Statement and with any state securities commission where such filing is
required. We also consent to the reference to our firm as counsel in the prospectus and
statement of additional information filed as a part thereof. In giving this consent we do
not admit that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended.




	     We are members of
the Bar of the State of New York and do not hold ourselves out as being conversant with
the laws of any jurisdiction other than those of the United States of America and the
State of New York. We note that we are not licensed to practice law in the Commonwealth
of Massachusetts, and to the extent that any opinion herein involves the laws of the
Commonwealth of Massachusetts, such opinion should be understood to be based solely upon
our review of the documents referred to above, the published statutes of the Commonwealth
of Massachusetts and, where applicable, published cases, rules or regulations relating
thereto.



                                                                       

	 	Very truly yours,
	 	 
	 	/s/ Shearman & Sterling
      

    
	 	Shearman & Sterling 




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