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Exhibit 5
June 5, 2000
Baxter International Inc.
One Baxter Parkway
Deerfield, Illinois 60015
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by Baxter International Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
sale and transfer of shares of Common Stock, par value $1.00 per share (the
"Shares"), of the Company, together with the associated Preferred Stock
Purchase Rights (the "Rights"), to be received by BioSurgical Corporation
pursuant to the Asset Purchase Agreement dated as of May 8, 2000 (the
"Purchase Agreement") between the Company, Baxter Healthcare Corporation, a
Delaware corporation and BioSurgical Corporation. The terms of the Rights are
set forth in the Rights Agreement dated as of December 9, 1998 (the "Rights
Agreement") between the Company and First Chicago Trust Company of New York,
as Rights Agent.
I am familiar with the proceedings to date with respect to the
proposed sale and transfer of the Shares and the Rights and have examined such
records, documents and questions of law, and have satisfied myself as to such
matters of fact, as I have considered relevant and necessary as a basis for
this opinion.
Based on the foregoing, I am of the opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. The Shares, upon the due execution, countersignature and
delivery of certificates evidencing the Shares, and if issued in accordance
with the Purchase Agreement, the Company's Restated Certificate of
Incorporation, as amended, and the Company's Bylaws, as amended, will be
legally issued and fully paid and non-assessable.
3. The Rights, upon the due execution, countersignature and
delivery of certificates evidencing the Shares, and if issued in accordance
with the Purchase Agreement, the Company's Restated Certificate of
Incorporation, as amended, and the Company's Bylaws, as amended, will be
validly issued under the Rights Agreement.
I do not find it necessary for the purposes of this opinion to
cover, and accordingly I express no opinion as to, the application of the
securities or "Blue Sky" laws of the various states to the sale and transfer
of the Shares and the Rights.
This opinion is limited to the General Corporation Law of the State
of Delaware and the laws of the United States of America.
I hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to all references to me included in or made a part
of the Registration Statement.
Very truly yours,
/s/ Thomas J. Sabatino, Jr.
