<PAGE> 1
EXHIBIT 5
June 12, 2000
Johnson & Johnson
One Johnson & Johnson Plaza
New Brunswick, New Jersey 08933
Re: Registration Statement on Form S-8
Johnson & Johnson 2000 Stock Option Plan
Ladies and Gentlemen:
I am Vice President, General Counsel of Johnson & Johnson, a New Jersey
corporation (the "Company"), and I have acted as counsel for the Company in
connection with the Registration Statement on Form S-8 under the Securities Act
of 1933, as amended, of shares of Common Stock (the "Common Stock"), par value
$1.00 per share, of the Company to be issued pursuant to the Johnson & Johnson
2000 Stock Option Plan (the "Plan").
I have reviewed the Company's Restated Certificate of Incorporation, and
By-Laws and such other corporate records of the Company and documents and
certificates of public officials and others as I have deemed necessary as a
basis for the opinion hereinafter expressed.
Based on the foregoing and having regard for such legal considerations as I
deem relevant, I am of the opinion that the shares of Common Stock, when issued
and delivered in accordance with the terms of the options granted under the
Plan, will be duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to such
Registration Statement.
Very truly yours,
By: /s/ ROGER S. FINE
------------------------------------
Roger S. Fine
