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EXHIBIT 5
June 27, 2000
Stryker Corporation
P.O. Box 4085
Kalamazoo, Michigan 49003-4085
Dear Sirs:
We refer to the Registration Statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
to be filed by Stryker Corporation, a Michigan corporation (the "Company"), with
the Securities and Exchange Commission (the "Commission"). The Registration
Statement relates to the proposed issuance by the Company of up to 343,000
shares (the "Shares") of the Company's Common Stock, par value $.10 per share,
to be issued pursuant to the Agreement and Plan of Merger (the "Merger
Agreement"), dated as of June 1, 2000 among the Company, IGT Acquisition Co., a
Colorado corporation and a wholly owned subsidiary of the Company ("Merger
Sub"), and Image Guided Technologies, Inc. ("IGT"). The Merger Agreement
provides for the merger of Merger Sub with and into IGT, as a result of which
IGT will become a wholly owned subsidiary of the Company.
We have examined the originals or certified photostatic or facsimile
copies of such records and other documents as we have deemed relevant and
necessary as the basis for the opinion set forth below. In such examination, we
have assumed the legal capacity of all natural persons, genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified,
photostatic or facsimile copies and the authenticity of the originals of such
copies. In examining agreements executed by parties other than the Company and
Merger Sub, we have assumed that such parties had the power, corporate or other,
to enter into and perform all obligations thereunder and also have assumed the
due authorization by all requisite action, corporate or other, and execution and
delivery of such documents and the validity and binding effect thereof. As to
various questions of fact material to the opinion rendered herein, we have
relied upon the representations in the documents examined by us and upon
certificates of public officers and officers of the Company.
Based upon our examination mentioned above, subject to the assumption
and qualifications stated and relying on statements of fact contained in the
documents that we have examined, we are of the opinion that, upon issuance of
the Shares in accordance with the provisions of the Merger Agreement, the Shares
will have been validly issued and will be fully paid and nonassessable.
We consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the use of our name in the Registration Statement
under the heading "Legal Matters." In giving this consent, we do not admit that
we are within the category of persons whose consent is required under Section 7
of the Securities Act or the General Rules and Regulations of the Commission.
Very truly yours,
/s/ WHITMAN BREED ABBOTT & MORGAN LLP
