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Exhibit 5
[Sidley & Austin Letterhead]
June 29, 2000
Edwards Lifesciences Corporation
One Edwards Way
Irvine, California 92614
Re: 125,000 shares of Common Stock, $1 par value
125,000 Preferred Stock Purchase Rights
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Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Edwards Lifesciences Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration of an aggregate of 125,000 shares of Common Stock, $1 par value, of
the Company (the "Registered Common Stock"), together with 125,000 Preferred
Stock Purchase Rights of the Company (the "Registered Rights") associated
therewith, to be issued under the Edwards Lifesciences Corporation of Puerto
Rico Savings and Investment Plan (the "Plan"). The terms of the Rights will be
set forth in a Rights Agreement substantially in the form of Exhibit 10.9 to the
Company's Registration Statement on Form 10, as amended (the "Rights Agreement")
to be entered into between the Company and First Chicago Trust Company of New
York, a division of EquiServe, as Rights Agent.
We are familiar with the proceedings to date with respect to the proposed
issuance of the Registered Common Stock and the Registered Rights under the Plan
and have examined such records, documents and questions of law, and satisfied
ourselves as to such matters of fact, as we have considered relevant and
necessary as a basis for this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing under the laws of
the State of Delaware.
2. Each share of the Registered Common Stock which is newly issued
pursuant to the Plan will constitute a share of Common Stock of the Company
which has been duly authorized, legally issued, fully paid and non-assessable
when (i) the Registration Statement shall have become effective under the
Securities Act; (ii) the Company's Board of Directors or a duly authorized
committee thereof shall have duly adopted final resolutions authorizing the
issuance and sale of the Registered Common Stock as contemplated by the
Registration Statement; (iii) such Registered Common Stock shall have been duly
issued and sold in the manner contemplated by the Plan; and (iv) a certificate
representing such Registered Common Stock shall have been duly executed,
countersigned and registered and duly delivered to the purchaser
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Edwards Lifesciences Corporation
June 29, 2000
Page 2
thereof upon payment of the agreed consideration therefor (not less than the par
value thereof) determined in accordance with the terms of the Plan.
3. The Registered Right associated with each share of Registered Common
Stock referred to in paragraph 2 above will be validly issued when (i) such
Registered Right shall have been duly issued in accordance with the terms of the
Rights Agreement; and (ii) such associated share shall have been duly issued
and paid for as set forth in paragraph 2 above.
This opinion letter is limited to the General Corporation Law of the State
of Delaware and the federal laws of the United States of America.
We hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
Sidley & Austin
